9911796707
TMI Blog2015 (3) TMI 507X X X X Extracts X X X X X X X X Extracts X X X X ..... cord. The applications stand disposed. CO.PET. 372/2014 1. This second motion joint petition has been filed under sections 391 & 394 of the Companies Act, 1956 ("Act") seeking sanction of the Scheme of Amalgamation ("Scheme") of System Builders And Developers Private Limited (hereinafter referred to as Transferor Company) with Gemstar Builders & Developers Private Limited (hereinafter referred to as the Transferee Company) (hereinafter collectively referred to as Petitioner Companies). A copy of the Scheme has been enclosed with the Petition. 2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Hon‟ble Court. 3. Details with regard to the date of incorporation of the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hed in „Statesman‟ (English) and „Veer Arjun‟ (Hindi). Affidavit of Service and Publication has been filed by the Petitioner Companies showing compliance regarding service of the Petition and also regarding publication of citations in the aforesaid newspapers. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 9. In response to the notice issued on the Petition, the Official Liquidator has filed Report dated 1st October 2014. It has been stated that the Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation. It has further been stated in the Report that the affairs of the Petitioner/Amalgamating ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Transferee Company that during the said financial year, its paid up share capital was increased from Rs. 1,00,000 to Rs. 44,78,600/-. The shares were allotted to certain individuals and body corporate including Transferor Company namely Systems Builders & Developers Private Limited on differential price i.e. at a premium Rs. 190 and Rs. 450 respectively and accordingly accumulated superficial premium of Rs. 1385.37 lacs. The Transferee Company's financials do not apparently justify its shares commanding such heavy premium. Its last two years net profits were Rs. 24.11 lacs and Rs. 25.72 Ins respectively and it has no tangible fixed assets like land, buildings. It, however, has inventories of property under construction Rs. 2476.09 l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard-7 cannot override the provisions of section 145 of the Income Tax Act in so far as the computation of business income for the purpose of determining assessable income is concerned. It is further submitted that with respect to the Assessee Company, the provisions of Accounting Standard-9 shall be applicable. The Assessee Company has stated that it has been following aforesaid method of accounting on year to year basis. 15. Further, learned Counsel for the Petitioner Companies submits that shares were allotted by the Transferee Company in the year 2013 and the Petitioners have no objection in case liberty is granted to the Income Tax Authorities to examine this issue irrespective of the sanction of the scheme and, in case, on assessment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Year ended 31.03.2013. Thus, prima facie there has been violation of section 383A of the Companies Act, 1956. Hence, Company may be directed to comply with the provisions of section 383A of the Act. 21. In response to the above observation, the Petitioner Companies in their reply Affidavit have submitted that the Compliance Certificate under section 383A of the Act of Transferee Company with respect to Financial Year 2012-2013 is already filed and a copy of the same has been attached. 22. In view of the above said clarification and undertaking, the concerns raised by the Regional Director has been duly addressed. 23. No objection has been received to the Scheme from any other party. Ms. Janki Mishra, Authorized Signatory of Petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
