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TMI Blog2014 (5) TMI 1153X X X X Extracts X X X X X X X X Extracts X X X X ..... et out in the petition. 4. The copies of Memorandum and Articles of Association of the Petitioner Companies have been enclosed with the Petition. 5. The copies of resolutions passed by the Board of Directors of the Petitioners Companies approving the scheme have also been filed along with the Petition. 6. Learned Counsel for the Petitioner Companies submits that no proceedings under sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7. The petitioner company had earlier filed C.A. (M) No. 4 of 2012 seeking directions of this Court for dispensation of the meetings. Vide Order dated 10thJanuary,2014 this court allowed the application and dispensed with the requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Company. 8. The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 31.01.2014, notice in the Petition was directed to be issued to the Regional Director, Northern Region, the Official Liquidator and to the Secured Creditor namely Kotak Mahindra Bank. Citations were also directed to be published in "Busin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t there is no dissolution clause of the Transferor Company in the scheme or in the Petition. The Petitioner Company in response to the objection has stated that the Petitioner Company in the prayer clause of the Petition has sought a direction from the Hon‟ble High Court of Delhi for dissolution of Transferor Company, without following the process of winding up. Further, the Hon‟ble High court under section 394 of the Companies Act, 1956 can order dissolution of the transferor Company, without following the process of winding up. b. The Regional Director has submitted that Para 8.1 of Part III of the Scheme is not in accordance with the provisions of section 2(43) of the Companies Act,2013 and the petitioner Company may be asked to file an undertaking by way of an affidavit that they will comply with the provisions of Section 2(43) of Companies Act, 2013. The Petitioner Company in response to the said objection has stated that the proposed scheme of amalgamation is a merger of wholly owned subsidiary with its holding company and as per clause 6.1 of the scheme, all the assets and liabilities of transferor company shall be transferred at their respective book value ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tors and therefore the tax on Book Profits were deposited by the company at the time of filing its return with the Income tax authorities. The Transferor Company has deposited the tax due on Book Profits of Rs. 1,18,74,010/- along with the interest on 28.11.2013 with the income tax authorities. Further, the Regional director in compliance of MCA circular no. 1/2014 dated 15.01.2014 had sent a letter dated 06.02.2014 to Chief Income Tax Commissioner, New Delhi to examine the scheme of amalgamation and submit their comments and observations, if any. As reported by Regional director at para no. 8 of its affidavit that no comments has been received from Income tax department e. As per the Regional Director the Income Tax Department has not furnished their comments /observations to the Regional Director and 15 days has already lapsed since the letter dated 17th February 2014 was written by the Regional Director to the Chief Income Tax Commissioner, New Delhi requesting to examine the Scheme of Amalgamation and submitting their comments/observations, if any within 15 days. f. The Regional Director has further submitted that on perusal of Balance sheet of the Transferee Company, follo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble and was carrying interest at market rates. Inability to pay and the closure of the business school has lea to the write off of these charges by the company in its books a provision for which was made in the full in the previous financial year. g. The Regional director further in its affidavit has stated that auditor of company has reported transferee company is not maintaining the inventory records. The petitioner Company in response to the said objection has stated that the transferee company has started maintaining the records of inventory of books, the new ERP system has been implemented in the Transferee Company an now the records are being maintained in the proper manner and a certificate of the C.A. has been issued to certify that the records have been maintained in the proper manner. h. The Regional Director has further submitted that the Transferor Company is subsidiary of the Transferee Company as such under the proposed Scheme of Amalgamation, the Transferee Company has not filed petition under 391/394 of the Companies Act, 1956. The petitioner Company in response to the said objection has stated that that the entire issued, subscribed and paid up equity share c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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