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TMI Blog2021 (8) TMI 626X X X X Extracts X X X X X X X X Extracts X X X X ..... the application, however, the revised scheme was filed by the applicant companies through filing of additional documents. 2. From the information enumerated in the application, it is evident that Transferor Company 1 is a private limited company incorporated under the provisions of Companies Act, 1956 on 12th April 1983, with Registrar of Companies, New Delhi under the name and style of "Molly Trading Company Private Limited", CIN is U65993DL1983PTC160689. The main object of the Transferor Company 1 is making, holding and nurturing investments in various companies 3. From the information enumerated in the application, it is evident that Transferor Company 2 is a private limited company incorporated under the provisions of Companies Act, 1956 on 26th April 1988, with Registrar of Companies, New Delhi under the name and style of "Snam Investments Private Limited", CIN is U65100DL1988PTC031434. The main object of the Transferor Company 2 is making, holding and nurturing investments in other companies engaged in various sectors. 4. From the information enumerated in the application, it is evident that the Transferee Company is a private limited company incorporated under the provis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company. 7. Clause 7 of the Part B and Clause 7 of Part C of the Scheme provides about treatment of taxes, upon the scheme becoming effective and with effect from the appointed Date, all taxes and duties payable by the Transferor Companies (including under IT Act, Customs Act, 1962, Central Excise Act, 1944, State Sales Tax Laws), Central Sales Tax, 1956, VAT/Service tax, Goods and Services Tax Laws and all other applicable laws), accruing and relating to the Transferor Companies from the appointed date onwards, including but not limited to advance tax payments, tax deducted at source, minimum alternate tax, any refund and claims shall, for all purposes, be treated as advance tax deducted at source or refunds and claims, as the case may be, of the Transferee Company. Upon scheme becoming effective, Transferor Companies and Transferee Company are permitted to revise and file their respective income tax returns, including tax deducted at source certificates, sales tax/value added tax returns, service tax returns and other tax returns for the period commencing on and from the appointed Date, and to claim refunds/credits, pursuant to the provisions of this scheme. 8. Clause 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company No. 2 are cross-holdings of Transferor Company No. 1 and the Transferee Company. B. The Petitioner Companies through their Boards have approved a modification in clause 11.2(i) of the Scheme to give effect to this observation of the Ld. Regional Director. C. The Applicant Companies are closely held companies and the shareholders of the Applicant Companies are family, being father and sons, who have accorded their consent on share exchange ratio of 1:1, in their commercial wisdom by way of the scheme through an affidavit. Furthermore, a valuation report is not intended to be mandatory other than in scheme that propose a corporate debt restructuring as referred to in Section 230(2)(e). Moreover, A fair exchange Ratio Report dated 10.09.2020 issued by registered valuer is annexed as Annexure-B with the affidavit. Accordingly amended the relevant clause of the Scheme. D. PAS-3 Form has been filed by the Transferor Company No. 2 along with requisite fees vide SRN-R50110964 on 17th August 2020, hence, the objection becomes infructuous. E. With respect to the observation of RoC it is submitted that the Transferor Companies have already paid the requisite fees on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m the appointed date and subject to the provisions hereof and such other corrections and adjustments as may in the opinion of the Board of Directors of the Transferee Company be required and except to the extent required otherwise by law: (i) The difference between the amount recorded as new equity shares issued by the Transferee Company on amalgamation and the amount of the share capital of the Transferor Companies shall after adjustment of miscellaneous expenditure (to the extent not written off), and debit balance in the profit and loss account, if any, be treated as capital reserves in the books of Transferee Company. 15. There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013. 16. Taking into consideration the above, the Company Petition is allowed and the Scheme of Amalgamation annexed as Annexure-1 with the Petitions is hereby sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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