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TMI Blog2019 (9) TMI 1433X X X X Extracts X X X X X X X X Extracts X X X X ..... eme of Arrangement (hereinafter referred to as the 'SCHEME') proposed between both the companies and the said Scheme is also annexed as Annexure "A-1" to the petition. 2. The Transferor Company was incorporated under the provisions of the Companies Act, 1956 on 25th January 1994 as a Company limited by shares, with name and style "Lal Motor And General Finance Private Limited". After obtaining the necessary approvals, the name of the company was changed to "Shree Krishna Finbiz Private Limited" and fresh certificate of incorporation was issued by the Registrar of Companies on 16th November 2011 having CIN no. U65910DL1994PTC057088 and having registered office at 1-44 & 45, 1st Floor, Arya Samaj Road, Uttam Nagar, Delhi- 110059. The Share Capital structure of the Transferor Company on the date of filing of this Application is as follows: Particulars Amount in INR Authorised Share Capital 50,00,000 Equity shares of Rs. 10/-each 5,00,00,000/- Total 5,00,00,000/ Issued, Subscribed and Paid-up Share Capital 18,67,879 Equity Shares of Rs. 10/- each 1,86,78,790/- Total 1,86,78,790/- 3. The Transferee Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ervision Reserve Bank of India and also to carry out publication in the newspapers "Business Standard" (English, Delhi Edition) and "Jansatta" (Hindi, Delhi Edition) with respect to the said scheme. 6. In view of the above, the petition of Second Motion filed by the petitioners is taken up for final consideration by us. The Petitioner Companies, it is seen from the records, have filed an affidavit dated 11.02.2019 in relation to the compliance of the order dated 18.01.2019 passed by this Tribunal and a perusal of the same discloses that the petitioners have effected the paper publication as directed by this Tribunal in 'Business Standard' in English edition and in 'Business Standard' in Hindi edition on 06.02.2019. Further, it has also been stated by the Learned Counsel for the Petitioner Companies that notices have been issued to the Regional Director on 29.01.2019 by hand, to the Registrar of Companies on 29.01.2019 by hand, to the Income Tax Department on 29.01.2019 by hand, to the Official Liquidator on 29.01.2019 by hand, to the Department of Non-Banking Supervision Reserve Bank of India and proof of the same acknowledgements made by the respective offices hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ule 11UA prescribe the method for valuation of unquoted equity shares for purpose of Section 50 CA and Section 56(2)(x) and cannot be applied in other sections/other places. Moreover, the Hon'ble Supreme Court in the matter of Miheer H. Mafatlal vs. Mafatlal Industries Ltd. on 11 September 1996, had categorically held that no authority has any say in the Share Exchange ratio as the same is a commercial decision of the Shareholders. 12. Thus, in view of above explanation, observations of Income Tax Department stands adequately explained. In addition, it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. 13. Further, the report of the Official Liquidator filed on 13.03.2019 observes that Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner till the date of filing of this Report. 14. Thus, it is seen that there are no other objections made by the authorities to whom notices have been issued in terms of the order dated 18.01.2019 of this Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... favour of the Transferee Company, as if the same were originally given to, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms of thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. (4) All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Company is entitled to, including under customs, excise, service tax, VAT, sales tax, GST and entry tax and income tax laws, subsidy receivables from Government, grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions; (5) All contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X
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