TMI Blog2021 (12) TMI 529X X X X Extracts X X X X X X X X Extracts X X X X ..... ct, 2013. 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 Tribunal evaluating the Scheme, of which sanction is sought under Section 230-232 of the Companies Act of 2013, will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors. Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Shorewala Co. Private Limited, was incorporated under the provisions of companies Act 1956 on 22.12.1997, having its registered office situated at 5, Delhi Stock Exchange Building, Delhi-110002. 5. The Transferee Company, Shorewala Investment and Properties Private Limited, was incorporated under the provisions of companies Act 1956 on 13.11.1989, having its registered office situated at 2524, Lajpat Rai Street, Bazar Sitaram, New Delhi-110006. 6. A perusal of the petition discloses that initially the First Motion application, seeking dispensation from convening the meetings of Shareholders of the Applicant companies, was filed before this Bench, vide Company Application (CAA) No. 156/(ND)/2019 and based on such joint application, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heet and Annual Return up to 2018-19. No prosecution has been filed and no inspection or investigation has been conducted in respect of the petitioner companies. RoC in its report dated 17.02.2020, has observed that, As per MCA records, the Transferor Company No. 1 has a secured charge of ₹ 15 Lacs, however, in petition the company has stated that there are no secured creditors in the company. The Transferor Company No. 1 may kindly be directed to clarify the same. Accordingly, the Transferor Company No. 1 was asked to clarify the same. The Transferor Company No. 1 has filed an affidavit dated 10.11.2021 stating that the said charge was created in favour of Canara Bank in 1999 and was fully paid sometime in the year 2003/2004 and c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... demand was pending against the assessee company for A.Y. 2010-11. That, the company has opted for direct tax vivid se vishwas scheme 2020 and has filed form 1 2 as per which ₹ 10,08,589/- is paid by the company. That, for A.Y. 2010-11, the company filed an appeal before ITAT against order of CIT(A)-25, which is pending disposal. 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. However, in order to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o examine entrepreneurial activities and their commercial decisions. It is well settled that the Tribunal evaluating the Scheme, of which sanction is sought under Section 230-232 of the Companies Act of 2013, will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors. i. It has also been affirmed in the petition that the Scheme is in the interest of all the transferor companies and the transferee company, including their shareholders, creditors, employees and all concerned. ii. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the transferee company. 3. That all the liabilities and duties 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 Act, he transferred to and become the liabilities and duties of the transferee company; and 4. That all proceedings now pending by or against the Transferor Companies, be continued by or against the transferee company; and 5. That all the employees of the Transferor Companies in service, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date, shall become the employees of the transferee company on such date, without any break or interruption in service ..... X X X X Extracts X X X X X X X X Extracts X X X X
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