9911796707
TMI Blog2020 (10) TMI 69X X X X Extracts X X X X X X X X Extracts X X X X ..... Consequently, sanction is hereby accorded to the Scheme under Section 230 to 232 of the Companies Act, 2013. The scheme is approved. - Company Petition No. (CAA)- 138/ND/2019 and Company Application No. CA(CAA) - 136/ND/2019 - - - Dated:- 22-6-2020 - P.S.N. Prasad, Member (J) And Sumita Purkayastha, Member (T) For the Appellant/Respondent: Abhishek Nahta, CA, Sameer Gupta, Advocate, Tania Sharma and Vibhooti Malhotra, Standing Counsel ORDER SUMITA PURKAYASTHA, MEMBER (T) 1) This Joint petition has been filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... papers, for listing of the matter before this Bench, no objector has appeared before us. Additionally, it has been deposed that no objection to the proposed Scheme has been received by the applicant companies or their counsel. 5) We have heard the counsels for the petitioners and also considered the representation dated 03.12.2019 made by the Regional Director, Northern Region. It is submitted that basis report from Registrar of Companies, no prosecution has been filed nor any inspection or investigation has been conducted in respect of petitioner companies. Further the Regional Director has stated that Refer to clause 11 of the scheme, the Transferee company may kindly be directed to comply with the provisions of Section 232(3)(i) o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the shares of the companies can only be ascertained post enquiry and assessment. v. The purpose of the present scheme is to evade tax and hinder the ongoing proceedings. The Transferor Companies have failed to maintain proper books of accounts, and the purpose of the present application is to complicate the identification and trace of accommodation entries in their books. 8) The aforesaid observations of the IT Dept. have been duly replied to as follows:- i. That the reason for the present application seeking amalgamation is not to evade tax. The rationale of the scheme has been reproduced in the rejoinder filed by the applicant companies which is as follows: With the intent of consolidating the business operations undertake ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irs of the Transferor Company No. 1 which is Bhavyam Fabtrading Limited are being managed control by its Directors viz. Mr. Rishabh Goel, Mr. Tara Chand Mr. Ashish, who were appointed on the board with effect from 30th July 2018. Whereas, the affairs of the Transferor Company No. 2 which is Elvina Real Estate Private Limited are being managed control by its Directors viz. Mrs. Seema Gupta Mr. Rajeev Gupta, who were appointed on the board with effect from 28th July 2018. iii. That in case of Transferor Company No. 2, the assessment order under section 153(C) has been passed for the A.Y. 2012-13 to 2017-2018. The Income Tax Department have passed orders with NIL demand with respect to the A.Y. 2012-13 to 2017-2018. iv. The valua ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Income Tax Department, the petitioner companies have stated that the order of the Income Tax Appellate Tribunal has no mention of the applicant companies what so ever. The present ITAT order is that of Assessment Year 2010-11 to 2012-13. It is pertinent to mention here that the Transferor Company No. 1 which is Bhavyam Fabtrading Limited was incorporated on 12th February 2016 therefore this company cannot be a part of nor be associated with the present order of the ITAT. That, in respect of Transferor Company No. 2 which is Elvina Real Estates Private Limited the Assessment Order for the year 2012-13 have been passed with NIL demand in November 2019 which has been attached in the rejoinder submitted by the petitioner companies. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 17) While approving the Scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 18) THIS TRIBUNAL DO FURTHER ORDER That the Transferor Companies shall stand dissolved without following the proce ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
