TMI Blog2022 (4) TMI 82X X X X Extracts X X X X X X X X Extracts X X X X ..... is is a joint second motion petition filed by Petitioner Companies namely; VMT Spinning Company Limited (Petitioner Company No. 1/Transferor Company No. 1), Vardhman Nisshinbo Garments Company Limited (Petitioner Company No. 2/ Transferor Company No. 2) and Vardhman Textiles Limited (Petitioner Company No. 3/Transferee Company) under Section 230-232 and Section 66 of Companies Act, 2013 (the Act) and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules). 2. The Petitioner Companies have prayed for sanctioning of the Scheme of Amalgamation between the respective companies. The said Scheme is attached as Annexure-A1 of the petition. 3. The Petitioner Companies filed First Motion Application bearing CA (CAA) No. 27/Chd/Pb/2020 before this Tribunal for seeking directions for dispensing with the meetings of Equity Shareholders, Secured and Unsecured Creditors of all the Applicant Companies and of Preferential Shareholders of Applicant Company No. 2 and of Non-convertible Debenture holders of Applicant Company No. 3. 4. The First motion application was disposed of vide order dated 04.11.2020, with directi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no prosecution has been filed and no inspection or investigation has been conducted in respect of petitioner companies. It is mentioned at para 26 of the report of ROC dated 26.02.2021 that the present scheme is a merger of wholly owned subsidiaries with the parent company and no affidavit regarding compliance of provisions of Section 184, 185 and 189 of the Companies Act, 2013 and(or) Sections 295, 297, 299 and 301 is furnished by any of the petitioner companies. Further, as per Section 232 (3) (i) of the Companies Act, 2013, the fee, if any, paid by the Transferor Companies on its authorized capital shall be set-off against any fee payable by the Transferee Company on its authorized capital subsequent to the amalgamation. In response to the Report of RoC/RD, the petitioner companies have filed affidavit vide Diary No. 01754/4 dated 23.03.2021, wherein it has been stated that the present affidavit may be considered as duly compliance of the provisions of Section 184, 185 and 189 of the Companies Act, 2013 and(or) Section 295, 297, 299 and 301 of the Companies Act, 1956. It is also mentioned that the fees paid by the transferor companies shall be set off against any fees payabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aken to satisfy all demands emanating from and raised by the competent tax authorities. The scheme having been approved and sanctioned and the same being in consonance with law, no fault can be found with the transferee's undertaking to satisfy all demands raised by the tax authorities as finally determined by due process. The appellants are justified in maintaining that the tax liabilities would be satisfied by the transferee as determined by the competent forum seized of the matter in accordance with the approved scheme, which admittedly does not come in conflict with any express provision of the Companies Act, 2013. The legitimate interests of the concerned tax authorities have been lawfully protected, and their right to recover the tax dues as determined by the Income-tax Appellate Tribunal or any other competent forum as the case may remain intact. Further, in Company petition C.A.A. No. 284/ND/2018 vide order dated November 12, 2018, the National Company Law Tribunal, New Delhi has made the following observations with regard to the right of the Income-tax Department in the scheme of amalgamation: ... taking into consideration the clauses contained in the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of the Statutory Auditors with respect to the Scheme between petitioner-companies to the effect that the accounting treatment proposed in the Scheme is in compliance with applicable Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act, read with rules thereunder and other Generally Accepted Accounting Principles is attached as Annexure A-12 of the petition. 11. We have heard the learned Counsel for petitioner companies and learned Senior Standing Counsel for the Income Tax Department and perused the record carefully. 12. In the context of the above discussion, the Scheme contemplated between the petitioner companies, appears to be prima facie in compliance with all the requirements stipulated under the relevant Sections of Companies Act, 2013. In the absence of any objections before us and since all the requisite statutory compliance have been fulfilled, this Tribunal sanctions the Scheme of Amalgamation appended as Annexure A-1 with the company petition. 13. Notwithstanding the submission that no investigation is pending against the petitioner companies, if there is any deficiency found or, violation committed qua any enactment, statutory rule o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after the date of receipt of this order, cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies shall be dissolved without undergoing the process of winding up. The concerned Registrar of Companies shall place all documents relating to the Transferor Companies registered with him on the file relating to the said Transferee Company, and the files relating to the Transferor Companies and Transferee Company shall be consolidated accordingly, as the case may be; (ix) The Petitioner Companies shall file an affidavit regarding compliance of provisions of Section 184, 185 and 189 of the Companies Act, 2013 and(or) Section 295, 297, 299 and 301 of the Companies Act, 1956 with the concerned authorities within 30 days of this order. (x) That the Transferee Company shall deposit in total an amount of ₹ 2,00,000/- (Two Lakh Only) i.e. ₹ 1,00,000/- (One Lakh only) in favour of The Company Law Tribunal Bar Association Chandigarh and ₹ 1,00,000/- in favour of Pay Accounts Office in respect of the Regional Director, Northern Region, Ministry of Corporate ..... X X X X Extracts X X X X X X X X Extracts X X X X
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