TMI Blog2021 (10) TMI 1040X X X X Extracts X X X X X X X X Extracts X X X X ..... 232 and other applicable provisions of the Companies Act, 2013 (for brevity, the Act ) and in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the Rules ) for sanction of the Scheme of Amalgamation (for brevity, Scheme ) between the Transferor company and the Transferee Company. The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. The petitioner companies filed First Motion Application bearing CA (CAA) No. 37/Chd/CHD/2019 ( First Motion Application ) before this Tribunal for seeking directions to convening the meetings of equity shareholders of both Applicant Companies and for dispensing with the meetings of secured and unsecured creditors of both Applicant Companies and based on such Joint Application moved under Section 230-232 of the Companies Act, 2013 necessary directions were issued on 12.06.2020 in which meetings of secured and unsecured creditors of the Transferee Company were dispensed with. Since there were no secured and unsecured creditors in Transferee Company. Therefore, there was nothing to convene their meetings. Further, vide the same order, necessary directions were issued to conv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notices on the authorities specified above including the sectoral regulator and objectors, if any. Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. 8. Registry shall also report before the date fixed as to whether any objection has been received to the proposed Scheme. 4. The affidavit of compliance by the authorized signatories of the petitioner companies was filed vide Diary No. 1048/1 dated 26.02.2020 along with Original Copies of newspaper publications in 'Financial Express' (English), Punjab Edition and 'Jag Bani' (Punjabi), Punjab Edition, both dated 17.01.2021 of Transferor Company and Original Copies of newspaper publications in 'Financial Express' (English), Chandigarh Edition and 'Punjab Kesari' (Hindi), Hindi Edition, both dated 17.01.2021 of Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme. Reference in this Scheme to date of 'coming into effect of the Scheme' or 'effectiveness of the Scheme' shall mean the Effective Date. 9. The Share Exchange Ratio under the Scheme has been determined in accordance with the report of Shri Vikas Aggarwal, Chartered Accountant, Registered Valuer bearing No. IBBI/RV/02/2018/10046 dated 20.06.2019 (Annexure A-14 of the petition). The Share Exchange Ratio is as follows:- 1 (one) Equity Share of SAB (of INR 10/- each fully paid-up) for every 350 (Three Fifty Equity shares of SSL (of INR 10/- each fully paid-up). 10. It is deposed that there are no statutory/sectoral regulators applicable to the Petitioner Companies and the notices of the same are to be given only to namely:-(a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (b) Registrar of Companies at NCT of Delhi and Haryana (c) Income Tax Department through the Nodal Officer - Principal Chief Commissioner of Income Tax, NWR, Aaykar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN of the companies (d) Official Liquidator, (e) Securities and Exchange Board of India, (f) (f) Bombay Stock E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssessment year 2019-20, there is brought forward loss of ₹ 24,92,72,606/- as on 31.03.2019, which is likely to be claimed by the Transferee Company after amalgamation and thus, its setting off against taxable income and avoid the tax liability thereupon. It is also submitted that the Transferor Company has shown brought forwarded losses or unabsorbed Depreciation, whichever is less, of ₹ 8,47,78,527/- under section 115JB of the Income Tax Act, 1961 as on 31.03.2019. This loss of ₹ 8,47,78,527/- is likely to be claimed by the Transferee Company after amalgamation and thus, setting off its book profit and avoid the tax liability under section 115JB of the Income Tax Act, 1961. 16. Learned counsel for the Income Tax Department also submitted that the interest of Revenue/Department and the tax payers be protected in the interest of justice, equity and fair play and the losses/unabsorbed depreciation etc. of the Transferor Company may not be allowed to be adjusted against the income of the Transferee Company. 17. Learned Authorised Representative appearing for the applicant companies submitted that he has already filed a joint affidavit vide Diary No. 01084/1 dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the objections/observations to the Scheme received from RD, RoC, OL, BSE, and IT Department have been adequately replied by the Applicant Companies and hence, there is no impediment in approval of the Scheme. 22. The Scheme (Annexure A1) is approved and we hereby declare the same to be binding on all the shareholders and creditors of the Applicant Companies and on all concerned. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of any stamp duty, taxes, or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law. With the sanction of the Scheme, the Transferor Company shall stand dissolved without undergoing the process of winding up resulting in increase in the share capital of the Transferee Company. AND THIS TRIBUNAL DOES FURTHER ORDER: i) That all the property, rights and powers of the Transferor Company be transferred, without further act or deed, to the Transferee Company and accordingly, the same shall pursuant to sections 230 to 232 of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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