9911796707
TMI Blog2016 (4) TMI 359X X X X Extracts X X X X X X X X Extracts X X X X ..... tors ("Scheme") under Sections 391 to 394 of the Companies Act, 1956, along with the corresponding provisions of Companies Act, 2013. 2 The Petitioner Company is a wholly owned subsidiary of the Transferee Company and in order to enable greater focus and attain synergy benefits and integrate the business operations of the Petitioner Transferor Company with the Transferee Company, this Scheme provides for amalgamation of the Transferor Company with the Transferee Company. Amongst others, the amalgamation would result in the integration of operations, simplification of the group structure, elimination of multiple entities within the group, optimal utilization of resources and better administration and cost reduction. 3 It has been pointed o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Director is has submitted that the Hon'ble High Court may be pleased to direct the Petitioner Company to comply with the SEBI Circulars as well as the requirements of NSE and BSE. b) The Regional Director in para 2 (e) of the Affidavit dated 11.03.2016 has observed that the Petitioner Company shall ensure compliance with AS14. c) In Para 2(f) of the Affidavit dated 11.03.2016 in the Affidavit filed by the Regional Director it is submitted that the Petitioner Company undertake to comply with the provisions of the Income Tax Act and Rules framed thereunder. Further, it is observed by the Regional Director in Para 2 of Affidavit dated 16.03.2016 that the Petitioner Company has outstanding income tax year demand for the Assessment Years, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... paragraph 4 of the Scheme envisages the transfer of all assets as well as liabilities of the Petitioner Transferor Company to the Transferee Company. Accordingly, the aforementioned tax demands would, subject to the outcome of the appeals in this regard, be payable, if required, by the Transferee Company. 10 It may be noted that the Regional Director in his affidavit has also stated that as per the report of the Registrar of Companies there is no complaint against the petitioner companies. 11 In response to the notice issued by this Court, the Official Liquidator has filed his Report dated 14th March, 2016, wherein, it is, inter alia, stated that the Official Liquidator solicited certain details from the Petitioner Transferor Company, whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Ms. Dharmishta Raval, learned advocate for the petitioner, Mr. Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr. Devang Vyas, learned Assistant Solicitor General of India, and Ms. Mauna M Bhatt, learned advocate for the Income Tax Department. 14 In view of the above discussion, it transpires that the observations made by the Regional Director have been addressed. The Official Liquidator has opined that the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In the view of this Court, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation. From the material on record and upo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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