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TMI Blog2019 (9) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... 006PTC039886. The registered address of the Transferee Company is situated at 244, Hoody Village, Rajapalya, ITPL Road, Whitefield, Bengaluru- 560048. ii. The main objects of the Transferee Company inter alia is "to purchase, take on lease or in exchange or otherwise to acquire any lands and buildings anywhere in India or abroad or interest in and any rights connected with any such lands and buildings for the purpose of constructing buildings for Hotels and Lodging Houses, Motels, Guest Houses, Service Apartments, Business Centres and Community Hall", etc. iii. The latest authorized share capital of the Transferee Company is as on 30th November, 2018 as follows: Authorised share capital Amount (Rupees) 20,000,000 Equity Shares of Rs. 10/- each 200,000,000/- Total 200,000,000/- Issued subscribed and paid up share capital Amount (Rupees) 16,010,000 Equity Shares of Rs. 10/- each fully paid up 160,100,000/- Total 160,100,000/- iv. It is further stated that the Applicant Company No.2/Transferor Company stating that the Transferor Company was incorporated on 23rd November 2012 under the Companies Act, 1956 with Registrar of Companies, Karnataka. It bears CIN U52100KA20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and have also filed an Affidavit dated 13.08.2019 enclosing the copy of the paper publication for having taken Advertisement on 06.08.2019 in 'The Hindu', an English daily Newspaper and 'Udayavani' a Kannada daily Newspaper. xi. The Registrar of Companies, Karnataka vide Letter bearing No. ROCB/LEGAL/C.P(CAA) No.29/BB/2019 dated 12.08.2019 has submitted a report making the following observations: i. As per Section 232(6) of the Companies Act, 2013, the scheme shall clearly indicate an appointed date from which it shall be effective, and the scheme shall be deemed to be effective from that date and not a subsequent date. Though in the Scheme appointed date is mentioned as 01.04.2018, no effective date as such is mentioned. ii. Clubbing of Authorised Capital is mentioned in Clause 12 of the Scheme wherein it is stated that the Transferee Company shall not be required to pay any fee/stamp duty for the combined authorised capital. In this regard, the Transferee Company shall comply with Section 232(3)(i) of the Companies Act, 2013, and pay the difference fee, after setting of the fee already paid by the Transferor Company on their respective capital. Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lled for to the satisfaction of the Hon'ble Tribunal before the approval of the Scheme iv. The long term loans both the Transferor Company and the Transferee Company are more than the paid up capital and reserve. The Petitioners may be asked to show the compliance of Section 180(1)(c) of the Companies Act, 2013. v. ROC vide Para 30(5) of the Report Dated 12.08.2019 has stated that as per MCA records, the Transferee Company has four open charges. However, there are no open charges as per MCA record and the status of charges is shown as NIL. Hence this point may be omitted. vi. As per Clause 13.1 of the Scheme "1 (one) fully paid up equity share of Rs. 10/- each of the Transferee Company for every 1,000 fully paid up equity shares of Rs. 10/- each held by the shareholders in Transferor Company", read with Clause 15.2.4 of the Scheme the difference between the amount of New Equity Shares issued in accordance with Clause 13 and the amount of share capital of the Transferor Company will be adjusted by the Transferee Company in its reserves. xiii. The Authorized Signatory of the Applicant Companies have filed an Affidavit of Undertaking dated 11th September, 2019 in furnishing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... section with appropriate authorities and comply with the same. e. The office of the Regional Director, Hyderabad has confirmed that there are no open charges, hence, this point requires no further clarification. f. The Transferee Company undertakes that the difference between the consideration discharged by the Transferee Company and the amount of share capital of the Transferor Company will be adjusted by the transferee Company in its reserves. The Transferee Company will issue its 1 (one) fully paid up equity share of Rs. 10/- each for every 1,000 (One Thousand) fully paid up equity shares of Rs. 10/- each held by the shareholders in the transferor Company and the difference between New Equity Shares issued in accordance with Clause 13 of the Scheme and the amount of share capital of the Transferor Company will be adjusted by the Transferee Company in its reserves in accordance with the Accounting Treatment prescribed under Accounting Standard-14. xiv. The Official Liquidator vide OLR No. 97/2019 dated 29.08.2019 made the following submissions: a. The Official Liquidator engaged one of the Chartered Accountants, M/s. T. Gandhi & Co., Chartered Accountants, having office a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... harges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law; and (2) The Whole of the property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company for all the state and interest of the Petitioner/Transferor Company therein but subject nevertheless to all the charges now affecting the same; and (3) All the liabilities including taxes and charges, if any, and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; and (4) The Applicant Companies to comply with provisions of Income Tax law and the tax implications, if any, arising out of the scheme is subject to final decision of Concerned Tax Authorities and the decision of the Concerned Tax Authorities shall be binding; ..... 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