2018 (12) TMI 1545

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..... rmitted to substitute the Respondent by deleting Registrar of NCLT and substituting Registrar of Companies. The Appellants have done so. The Appellants have filed proof of service of the appeal on the Registrar of Company. None is present. 2. With consent of counsel for Appellant, we have heard the Appeal finally. The Appellant Nos.2 to 4 are Transferor Companies who are to merge with the Appellant No.1 transferee company. Counsel for Appellants states that the Appellants 2 to 4 are wholly owned subsidiaries of the Appellant No.1 and transferee Company holds all the shares of the Appellants 2 to 4. 3. The Impugned Order shows that the scheme of merger by absorption as proposed by the Appellant was wholly accepted by the National Company .....

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..... my humble opinion, sanctioning of this Scheme with the same Appointed Date, will deter the Income Tax Authorities to scrutinize the Tax Liabilities of the Transferor Companies. n) Hence, not to dilute the rights of the Income Tax Authorities, this Bench hereby orders that, the Appointed date of the Scheme shall be 1st April, 2018 instead of 1st April, 2017. Rest of the Scheme remains unaltered. o) The Scheme is sanctioned hereby with the above directions." 4. Counsel for the Appellant is referring to para - 6 of the scheme which reads as under:- "6. Conduct of Business during the Interim Period With effect from Appointed Date and up to and including the Effective Date: (a) the Transferor Companies shall carry on and shall be dee .....

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..... cepting the statement at Bar, overruling the observation at "m", we do find that the direction (n) of the Impugned Order needs to be deleted. We direct accordingly. 7. We hold that the appointed date of the scheme shall remain 1st April, 2017 as proposed by the Appellant. We make it clear that the Income Tax Authorities would not be hindered in any manner due to this scheme of merger. They would be at liberty to proceed against Appellant No.1 - the transferee Company for Income Tax liabilities of Transferor Companies, irrespective of the appointed date of the scheme, in accordance with law and if there is any difficulty, and need arises, as per law, they would be at liberty to proceed even against the erstwhile persons, members/directors .....

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