TMI Blog2021 (10) TMI 714X X X X Extracts X X X X X X X X Extracts X X X X ..... This Petition is preferred jointly by the Transferor Companies and Transferee Company under Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for approval of the Scheme of Amalgamation (hereinafter referred to as 'Scheme' for brevity), as contemplated between the Companies, its Shareholders and Creditors. The copy of the Scheme has been placed on record. The details of the Companies proposed to be amalgamated, as placed on record, are given in the following paragraphs. 2. That Alankar Chemicals Private Limited, (hereinafter referred to as Petitioner-1/Transferor Company-1 ) was incorporated with CIN number U24249DL1999PTC098103 on the 27.01.1999 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 138, Rajdhani Enclave, Pitampura, Delhi-110034. 3. That Gayatri Footwears Private Limited, (hereinafter referred to as Petitioner-2 / Transferor Company-2 ) was incorporated with CIN number U19202DL2001PTC112149 on the 23.08.2001 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at 138, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y shares of the transferor company no. 2, whose name appears in the Register of Members on a date ( Record Date ) to be fixed by the Board of Directors of the transferee company for every 100 equity shares of ₹ 10 each held by the said shareholder in Transferor company No. 2. iii. Upon the Scheme final coming into effective and in consideration of the transfer and vesting of the assets and liabilities of the Transferor Company No. 3, in terms of the Scheme, the Transferee Company shall, without any further application, or deed, issue and allot at par 14 equity shares of ₹ 10 each, as fully paid up in the capital of the Transferee Company to every 100 equity shares of the transferor company no. 3, whose name appears in the Register of Members on a date ( Record Date ) to be fixed by the Board of Directors of the transferee company for every 100 equity shares of ₹ 10 each held by the said shareholder in Transferor company No. 3. 8. From the records, it is seen that the First Motion petition was filed by the Petitioner Companies for seeking directions for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of all th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... partment has stated that neither there is any demand outstanding against the company nor the case is selected for scrutiny as per ITD system. As regards, the Transferor Company No. 2 and Transferee Company, the Income Tax Department vide its report dated 18.11.2019 has observed that: (i). The Income Tax department must be permitted to retain its recourse for recovery in respect of demand and any other future liabilities of the transferor company and the transferee company, in respect of the assets sought to be transferred under the proposed scheme, and that this protection must be made explicitly by the Hon'ble Court in its final order and has to bind all the parties to the scheme, particularly the transferor and transferee companies. There should be no limitation on the power of the Income Tax Department for recovery, including imposition of penalties etc. (ii). Requisite compliance of provision of section 2(1B), 72 A etc. has to be ensured Further, during the hearing on 29.11.2019, the Income Tax Department did not raise any observation with regard to any of the Applicant Companies. 14. The Official Liquidator in its report filed on 19.03.2019 has submitted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of Income Tax Act, 1961. 18. THIS TRIBUNAL FURTHER DIRECTS with respect to Transferor companies and Transferee company, that: (i) Upon the sanction becoming effective from the appointed date of amalgamation i.e., 31.03.2017, the Transferor Companies No. 1 to 03 shall stand dissolved without undergoing the process of winding up. (ii) All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Companies are 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; (iii) All contracts of the Transferor Companies, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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