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TMI Blog2019 (9) TMI 1433X X X X Extracts X X X X X X X X Extracts X X X X ..... ade by the respective offices have also been enclosed. In the rejoinder filed by the petitioners, it is stated that Share Valuation has been carried out in accordance with the available share valuation method. Further provisions of Rule 11UA prescribe the method for valuation of unquoted equity shares for purpose of Section 50 CA and Section 56(2)(x) and cannot be applied in other sections/other places - the observations of Income Tax Department stands adequately explained. In addition, it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. The Petitioner Companies have complied with proviso to Section 230 (7)/Section 232(3) by filing the certificates issued by the Statutory Auditors of the Transferor Company and Transferee Company on the accounting treatment as proposed in the Scheme - In view of absence of any other objections having been placed on record before this Tribunal from any other party and all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the scheme of amalgamation annexed as Annexure - 1 wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1,86,78,790/- Total 1,86,78,790/- 3. The Transferee Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 on 14th March 1997 as a Company limited by shares, with the name and style Gupta Jewellers Private Limited having CIN no. U36911DL1997PTC08585 and having registered office at 1-44 45, 1st Floor, Arya Samaj Road, Uttam Nagar, Delhi-110059. The Share Capital structure of the Transferee Company on the date of filing of this Application is as follows: Particulars Amount in INR Authorised Share Capital 5,00,000 Equity shares of ₹ 10/-each 50,00,000/- Total 50,00,000/- Issued, Subscribed and Paid-up Share Capital 4,25,000 Equity Shares of ₹ 10/- each 42,50,000/- Total 42,50,000/- 4. From the records, it is seen that the First Motion was jointly filed by the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been issued to the Regional Director on 29.01.2019 by hand, to the Registrar of Companies on 29.01.2019 by hand, to the Income Tax Department on 29.01.2019 by hand, to the Official Liquidator on 29.01.2019 by hand, to the Department of Non-Banking Supervision Reserve Bank of India and proof of the same acknowledgements made by the respective offices have also been enclosed. 7. The Regional Director, Northern Region, MCA has filed an Affidavit on 13.03.2019 observing the following objections: 8. That at para 9 of the reply by the petitioner companies it has been inter-alia stated that Transferor Company is Non- Banking Finance Company. It has been further stated that the Transferor Company has already made an application to RBI office for surrender of NBFC registration. The Deponent is to state that the Reserve Bank of India is the sectoral regulator . 8. The Regional Director has also relied on the report of the Registrar of Companies dated 13.03.2019 in terms of which the Petitioner Companies have filed their statutory returns upto 31.03.2018, no prosecution has been filed and no inspection or investigation has been conducted in respect of the Petitioner Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idator filed on 13.03.2019 observes that Official Liquidator has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner till the date of filing of this Report. 14. Thus, it is seen that there are no other objections made by the authorities to whom notices have been issued in terms of the order dated 18.01.2019 of this Tribunal. 15. Further, the Petitioner Companies have complied with proviso to Section 230 (7)/Section 232(3) by filing the certificates issued by the Statutory Auditors of the Transferor Company and Transferee Company on the accounting treatment as proposed in the Scheme. 16. In view of absence of any other objections having been placed on record before this Tribunal from any other party and all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the scheme of amalgamation annexed as Annexure - 1 with the Company Petition along with the prayers made therein. 17. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court will not come in the wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions; (5) All contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obliged thereto; (6) All transferred employees of the Transferor Company shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on term and conditions no less favourable than those on which they are engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other r ..... 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