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TMI Blog2015 (3) TMI 507X X X X Extracts X X X X X X X X Extracts X X X X ..... etion method of accounting. Further, it has also been submitted that provisions of Accounting Standard-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. Further submitted that Transferor Company has already filed Form 2 with the Registrar of Companies in respect to Financial Year as on 31.03.2011 and a copy of the same has also been attached.Compliance Certificate under se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the 2nd proviso of Section 394 (1) of the Act. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allotted to certain individuals and body corporate including Transferor Company namely Systems Builders Developers Private Limited on differential price i.e. at a premium ₹ 190 and ₹ 450 respectively and accordingly accumulated superficial premium of ₹ 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 ₹ 24.11 lacs and ₹ 25.72 Ins respectively and it has no tangible fixed assets like land, buildings. It, however, has inventories of property under construction ₹ 2476.09 lacs, but the Company has taken advances from customer ₹ 1673 lacs and outstanding unsecured loan of ₹ 390.38 lacs which m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or 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 any amount is found payable, the Transferee Company and/or the concerned shareholders shall be liable to pay the same. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6. 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 Petitioner Company, has filed an Affidavit dated 30.09.2014, confirming that neither the Petitioner Companies nor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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