TMI Blog2021 (1) TMI 272X X X X Extracts X X X X X X X X Extracts X X X X ..... Board - Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. It is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law - Petition allowed. - CP/99/CAA/2020 in CA/1156/CAA/2019 - - - Dated:- 9-7-2020 - R. Varadharajan, Member (J) And Anil Kumar B., Member (T) For the Appellant : Arvindh Pandian, Senior Advocate, Pawan Jhabakh, Advocate For the Respondent : B. Palani, Authorized Representative ORDER R. Varadharajan, Member (J) 1. The hearing of this Petition has been conducted through video conferencing platform. 2. M/s. Aztec Auto Limited (for brevity Transferor Company - 1 ), M/s. Freins Metal Limited (for brevity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and administration resulting in savings in fixed costs. d. Consolidation of Companies would strengthen the Balance sheet and key ratios considerably whereby the amalgamated entity will be better placed in terms of sourcing funds from Market at competitive rates. e. Reduction in various compliance requirements and related cost. f. Better supervision and ease of doing business as these companies undertake job work only for one common customer. g. Integration of synergies will be achieved as the business of the companies form part of different stages of the same supply chain. h. Providing liquidity to shareholders. 5. In the second motion application filed by the Petitioner Companies, this Tribunal vide order dated 06.02.2020 has directed the Petitioner Companies to issue notice to the Statutory/Regulatory Authorities viz. (i) Regional Director (Southern Region), (ii) RoC, Chennai, (iii) the Income Tax Department, (iv) Official Liquidator and other sectoral regulators, who may govern the working of the respective companies, as well as for paper publication to be made in News Today , English (Chennai Edition) and Makkal Kural Tamil (Chennai Edition). ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e fees, if any, for the enhanced authorized capital subsequent to amalgamation. Under such circumstances, the RD has sought for a direction to the Transferee company to comply with the above provision by making an application with the RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder. 7.3. Apart from the above, the Regional Director has not made any objection to the Scheme. In reply to the said observation made by the RD, the Petitioner Companies have filed an Affidavit dated 04.06.2020, sworn by one Mr. S. Kesavan in the capacity as the Director of the Transferee Company and has stated that the Transferee Company undertakes to comply with the requirements as specified in the report of the RD. 7.4. OFFICIAL LIQUIDATOR In relation to the Official Liquidator, (hereinafter referred to as 'OL') to whom the notice was issued in the first motion stage itself has filed the Report before this Tribunal on 24.02.2020 and has stated that they have appointed M/s. Sony Associates, Chartered Accountants from the panel maintained by their office to verify into the affairs of the Transferor Companies. The Chartere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 020 intimated the Transferor Company - 1 that an outstanding tax demand of ₹ 31,750/- on account of interest payable for non - payment of Dividend Distribution Tax (DDT) for the Assessment Year 2018 - 2019 is appearing in their records and has requested for the payment of the same. Similarly, the Assistant Commissioner of Income Tax, (In short 'ACIT'), vide their notice dated 19.11.2019 intimated the Transferor Company - 6 that a total outstanding of ₹ 1,95,000/- for various Assessment year is appearing in their records and has requested for the payment of the same. 7.7 In reply to the same, the Petitioner Companies have filed an Affidavit dated 04.06.2020 and stated in relation to the DCIT that the Transferor Company - 1 has paid the DDT within the stipulated time limit specified as per the provisions of the Income Tax Act, 1961 vide challan dated 07.10.2017 and submitted the relevant documents before the DCIT along with the relevant supporting documents and in respect to the same and in the circumstances has stated that there does not exist any outstanding demand of ₹ 31,750/- for the Assessment year 2018 - 2019. 7.8. In reply to the notice issued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Department in the Scheme of Amalgamation, taking into consideration the clauses contained in the Scheme in relation to liability to tax and also as insisted upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com. 374(SC) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the following effect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutorily dues from the transferor or transferee or any other person who is liable for payment of such tax dues the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned. 7.11. OTHER STATUTORY AUTHORITIES In relation to the other statutory authorities to whom notices have been issued, neither they have filed any reply nor raised any objections to the Scheme and in the circumstances, this Tribunal presumes that other statutory Dep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng Treatment of each Petitioner Companies are placed at pages 681 to 688 of the typed set filed along with the petition. 10. OBSERVATIONS OF THIS TRIBUNAL 10.1. After analyzing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima facie beneficial to the Company and will not be in any way detrimental to the interest of the shareholders of the Company. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement appended as Annexure A1 with the Company Petition as well as the prayer made therein. 10.2. The Learned Senior Counsel for the Petitioner companies submitted that no investigation proceedings are pending against the Transferor or Transferee Companies under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or erstwhile Company Law Board. 10.3. Notwithstanding the above, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te on which the Scheme finally takes effect shall become the employees of the Transferee Company without any break or interruption in their service. (ix) That the Transferee Company do without further application allot to such members of the Transferor Company, as have not given such notice of dissent, as is required by Clause 10.1 of Part C and Clause 13.2 of Part D of the SCHEME herein the shares in the Transferee Company to which they are entitled under the said SCHEME. (x) That the Transferee Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies, Chennai and further make the requisite payments of the differential fee (if any) for the enhancement of authorized capital of the Transferee Company after setting off the fees paid by the Transferor Company. (xi) That the Transferor Companies 1 to 6 and the Transferee Company, shall within thirty days of the date of receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered/the Transferor Company shall be dissolved and the Registrar of Companies shall place all docum ..... X X X X Extracts X X X X X X X X Extracts X X X X
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