TMI Blog2022 (5) TMI 87X X X X Extracts X X X X X X X X Extracts X X X X ..... r Petitioner No. 1 ) with Appointed Date being 01st April 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ( Scheme ). 2. The Petition has now come up for final hearing. Counsel for the petitioner submits as follows:- (a) The Scheme was approved by the Board of Directors of the Petitioner No. 1 at their meeting held on 25th June, 2020 and by the Board of Directors of the Petitioner No. 2 at their meeting held on 01st July 2020. (b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- a. The Transferor Company and the Transferee Company are primarily engaged in publishing Educational Books. Therefore, the business of the Transferor Company and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; c. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plication No. C.A. (CAA) No. 87/(KB)/2021 this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) [read with Section 232(1) of the Act]:- (i) Meeting(s) dispensed: Equity Shareholders Meeting of Equity Shareholders of the Petitioner Companies for considering the Scheme is dispensed with in view of all shareholders have given their consent to the Scheme by way of affidavits. Unsecured Creditors Meeting of Unsecured Creditors of Petitioner No. 1 for considering the Scheme is dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing more than 91.66% in value of unsecured creditors of Petitioner No. 1. Meeting of Unsecured Creditors of Petitioner No. 2 for considering the Scheme is dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 100 % in value of unsecured creditors of Petitioner No. 2. (ii) No requirement for Meetings Secured Creditors Secured Creditors of Petitioner No. 1 NIL Creditors verified by auditor's certificate. Secured Creditors of Petitioner No. 2 having been fully paid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rejoinder ). The observations of the RD and responses of the Petitioners are summarized as under:- Paragraph 2(a) of RD Affidavit It is submitted that on examination or the report of the Registrar of Companies, West Bengal, it appears that no complaint and/or representation regarding the proposed Scheme of Amalgamation has been received against the Petitioner Companies, Further, as per available records, all the petitioner companies are updated in filing their Statutory Returns. However, in the said report, the Registrar of Companies, West Bengal stated that the Transferee Company namely M/s. Chhaya Prakashani Limited has not filed MGT-14 under section 179(3)(g) read with section 117 of the Companies Act, 2013 for the financial year ended 31.03.2015 and 31.03.2016 in MCA-21 Portal. Copy of the said letter or the Registrar of Companies, West Bengal marked as Annexure-I is enclosed herewith for perusal and ready reference. Paragraph 2(a) of the Rejoinder No adverse comments were made by the Registrar of Companies, West Bengal in his report to the Regional Director apart from the non-filing of MGT-14 by M/s. Chhaya Prakashani Limited-Transferee Company for the year ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roved by the name Chhaya Prakashani Limited which later on changed to Chhaya Prakashani Private Limited. Further, the attention of the Hon'ble Tribunal is also drawn to the Company Application 108/KB/2021 and also to the dispensation order dated 11-08-2021 wherein the change of name of the Transferee Company has been clearly mentioned. Paragraph 2(c) of RD Affidavit Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act 2013 through appropriate affirmation. Paragraph 2(c) of the Rejoinder The Transferee Company undertakes that it shall comply with the provisions of Sec. 232(3)(i) of the Companies Act, 2013 in regard to adjustment of fees upon clubbing of Authorized Share Capital(s) of the Transferor Companies with the Authorized Share Capital of the Transferee Company in post-amalgamation and shall file a detailed statement thereof with the Registrar of Companies at the time of filing of INC-28. Paragraph 2(d) of RD Affidavit That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties from the Transferor Companies to it. Paragraph 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the Income Tax Department by letter dated 16/02/2022 submitted that a demand of Rs. 1,18,51,164 is found to be outstanding against Chhaya Prakashani Limited, Transferee Company in regard to section 154 for A.Y. 2015-16, section 220(2) for A.Y. 2014-15, and section 154 for A.Y. 2010-11 of the Income Tax Act, 1961. Copy of the said letter of the Income Tax Department marked as Annexure-II is enclosed herewith for perusal and ready reference. Paragraph 2(g) of the Rejoinder The Income Tax authorities under whose jurisdiction the Transferor Company is assessed have not made any observations on notice served by the office of the Regional Director. Further, the Petitioner Companies have also complied with the directions contained in the order passed by the Hon'ble Tribunal and have effected service upon the Income Tax Department. However, the said department has not made/filed an observation pursuant to the said notices filed by the Petitioner Companies. As regards demand raised by the Income Tax Authorities in regard to the Transferee Company, they shall continue even after the sanction of the Scheme. The Transferee Company exists and the Income Tax department ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
