TMI Blog2018 (12) TMI 1545X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of merger. They would be at liberty to proceed against Appellant No.1 – the transferee Company for Income Tax liabilities of Transferor Companies, irrespective of the appointed date of the scheme, in accordance with law and if there is any difficulty, and need arises, as per law, they would be at liberty to proceed even against the erstwhile persons, members/directors of Appellants 2 to 4, holding them also liable. - Company Appeal (AT) No.244 of 2018 - - - Dated:- 20-8-2018 - A.I.S. Cheema J. (Judicial Member) And Balvinder Singh Technical Member For the Appellants : Shri Virender Ganda, Sr. Advocate with Ms. Aastha Trivedi and Shri M.P. Shorawala, Advocates For the Respondent : None ORAL JUDGEMENT A.I.S. CH ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rd parties. For the transfer of Rights, the Transferor Companies have received certain amount of Consideration . Further, it is also noticed that, the Scheme under consideration has proposed 1st April, 2017 as Appointed Date of the Scheme. That means after sanction of the Scheme by this Bench the Transferor Companies will be dissolved w.e.f. 01.04.2017. But interestingly, it has come to knowledge that the said Transfer of Rights over Lease hold Lands are executed after the Appointed Date of the Scheme i.e. 01.04.2017. Since, the transferor Companies have received the said consideration after the proposed Appointed Date from the said Transaction: it may be out of the purview of the Income Tax Authorities. As the Appointed Date which is prop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies of any third party, or alienate, charge, mortgage or encumber the Undertaking, without the prior written consent of the Transferee Company. 5. Counsel for Appellants makes statement for Appellants that whatever are the labilities of Transferor Companies Appellants 2 to 4 payable to authorities including Income Tax Authorities would be liabilities of the transferee company - Appellant No.1. Even if the Appellants 2 to 4 have done any transaction pending the petition, the same were done in trust of Appellant No.1 and are binding on Appellant No.1 for all purposes. 5.1 We accept the statement. Counsel submits that the learned NCLT should not have changed the appointed date of the scheme from 1st April, 2017 to 1st April, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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