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TMI Blog2021 (10) TMI 1040X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 convene the meetings of Equity Shareholders of Transferor as well as Transferee Company. 3. When the petition was listed on 22.12.2020, the following directions were issued:- "4. The Petition be listed for hearing on 10.03.2021. Notice of hearing be advertised in "Financial Express" (English) in Punjab Edition and "Jagbani" (Punjabi) in Punjab Edition for Transferor Company and in "Financial Express" (English) in Ch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g 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 Company attached as Annexure-A/28 to A/31 respectively. Copies of proof of service of notice to the statutory authorities i.e. (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 m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 Exchange. The affidavits in this regard are attached as Annexure A-18 of the petition. 11. We have heard the Learned authorized representative for the petitioner Companies, Official Liquidator, Registrar of Companies, Regional Director, Northern Region and the Income Tax Department & have perused the records. 12. The Regional Director (RD) has filed its report vide Diary No. 001046/2 dated 18.03.2021 along with the report of the Registrar of Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 19. This loss of Rs. 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 dated 16.04.2021 whereby both the applicant companies submitted that the interest of revenue department shall be fully protected and no undue benefit shall be claimed on account of amalgamation of the transferor company with the Transferee company. Both the applicant companies further submitted no losses or un-absorbed depreciation of the Transferor company shall be adjusted against income of the Transferee company. 18. BSE Limited (BSE) has forwarded the observation letters both date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 Act, 2013, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Company but subject nevertheless to all charges now affecting the same; and ii) That all the liabilities and duties 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 Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; a ..... 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