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TMI Blog2021 (12) TMI 529X X X X Extracts X X X X X X X X Extracts X X X X ..... proval of the Scheme of Amalgamation of the Transferor Companies into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme"), has been placed on record. 2. The "Transferor Company No. 1, A.K.S. Finstock Private Limited was incorporated under the provisions of companies Act 1956 on 17.07.1997, having its registered office situated at 2524, Lajpat Rai Street, Bazar Sitaram, New Delhi-110006. 3. The "Transferor Company No. 2, Ashirwad Fincap Private Limited was incorporated under the provisions of companies Act 1956 on 11.06.1997, having its registered office situated at 3402, Lajpat Rai Street, Bazar Sitaram, New Delhi-110006. 4. The "Transferor Company No. 3, Shorewala & Co. Private Limited, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficial Liquidator, the Income Tax Department and to the other relevant sectoral regulators. 8. Pursuant to the notice issued to the Regional Director, RoC, and Official Liquidator, they have filed their report and participated in the proceedings. 9. The Regional Director has filed its representation dated 28.02.2020, in which it is submitted in para 11. "that the Transferee Company i.e. M/s. Shorewala Investment & Properties Pvt. Ltd. is a NBFC registered with Reserve Bank of India (RBI) and has obtained NOC issued by RBI vide letter dated 01.07.2019". Para 12 of the said representation states that "As per the Report of Roc, both the Transferor and the Transferee Company have filed the Balance Sheet and Annual Return up to 2018-19. No pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he jurisdiction of the Deponent holding a valid PAN No. AABCS8435K. * That, no other proceeding is pending against the assessee company before the undersigned. * The proposal of the scheme of arrangement may be accepted only after protecting the rights of the Revenue to examine the tax implication of all the companies' w.r.t. the scheme of amalgamation, at the time of their respective assessment/reassessment proceedings. 12. Vide same affidavit, the following w.r.t. Transferor Company No. 3 has been observed: * That, the company is being assessed under the jurisdiction of the Deponent holding a valid PAN No. AABCS7540R. * That, Rs. 19,46,576/- outstanding demand was pending against the assessee company for A.Y. 2010-11. * Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is pending against the Petitioner Companies. 15. Certificates of respective Statutory auditors of all the petitioner companies, have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 16. The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by Tribunal for the reason that it is not a part of judicial function to examine entrepreneurial activities and their commercial decisions. It is well settled that the Tri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on from payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 5. THIS TRIBUNAL DO FURTHER ORDER 1. That the Transferor Companies shall stand dissolved without following the process of winding-up; and 2. That all the property, rights and powers of all the Transferor Companies, he transferred without further act or deed, to the transferee company and accordingly the same shall, pursuant to Section 232 of the Companies Act, 2013, he transferred to and vest in the transferee company. 3. That all the liabilities and duties of all the Transferor Companies, he transferred without fu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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