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TMI Blog2022 (4) TMI 82X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme of Amalgamation between the respective companies. The said Scheme is attached as Annexure-A1 of the petition. 3. The Petitioner Companies filed First Motion Application bearing CA (CAA) No. 27/Chd/Pb/2020 before this Tribunal for seeking directions for dispensing with the meetings of Equity Shareholders, Secured and Unsecured Creditors of all the Applicant Companies and of Preferential Shareholders of Applicant Company No. 2 and of Non-convertible Debenture holders of Applicant Company No. 3. 4. The First motion application was disposed of vide order dated 04.11.2020, with directions to dispense with the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors for all the Applicant Companies and of preference shareholders of applicant company No. 2 and non-convertible debenture holders (NCD) of applicant company No. 3 for the reasons recorded in the aforesaid order. 5. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme had been discussed in detail in the order dated 04.11.2020. 6. In the second motion application proceedings, certain directions were issued by this Tribunal vide order dated 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be set-off against any fee payable by the Transferee Company on its authorized capital subsequent to the amalgamation. In response to the Report of RoC/RD, the petitioner companies have filed affidavit vide Diary No. 01754/4 dated 23.03.2021, wherein it has been stated that the present affidavit may be considered as duly compliance of the provisions of Section 184, 185 and 189 of the Companies Act, 2013 and(or) Section 295, 297, 299 and 301 of the Companies Act, 1956. It is also mentioned that the fees paid by the transferor companies shall be set off against any fees payable by transferee company on its increased share capital subsequent to amalgamation as per Section 232 (3) (i) of the Companies Act, 2013. Thus, the observations of RD/RoC in respect of the petitioner Companies stands satisfied. 8.2 Income Tax Department The Income Tax Department filed its report vide Diary No. 01754/7 dated 28.10.2021 for petitioner companies wherein it has been stated that certain demands are pending in respect of petitioner companies pertaining to the assessment year 2015-16, 2019-20 and 2019-2020 and fresh application is received for the rectification of demand pending with Income Tax D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. The legitimate interests of the concerned tax authorities have been lawfully protected, and their right to recover the tax dues as determined by the Income-tax Appellate Tribunal or any other competent forum as the case may remain intact." Further, in Company petition C.A.A. No. 284/ND/2018 vide order dated November 12, 2018, the National Company Law Tribunal, New Delhi has made the following observations with regard to the right of the Income-tax Department in the scheme of amalgamation: "... taking into consideration the clauses contained in the scheme in relation to liability to tax and also as insisted upon by the income-tax and in terms of the decision in Vodafone Essar Gujarat Ltd. v. DIT MANU/GJ/0794/2012 : [2013] 176 Comp Cas 7 (Guj); [2013] 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in Department of Income-tax v. Vodafone Essar Gujarat Ltd. [2015] 190 Comp Cas 105 (S.C.); [2015] 373 ITR 525 (S.C.); [2016] 66 taxmann.com. 374 (S.C.) from which it is seen that at the time of declining the S.L.P.s filed by the Revenue, however stating to the following effect vide its order dated April 15, 2015, that the Departmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies, appears to be prima facie in compliance with all the requirements stipulated under the relevant Sections of Companies Act, 2013. In the absence of any objections before us and since all the requisite statutory compliance have been fulfilled, this Tribunal sanctions the Scheme of Amalgamation appended as Annexure "A-1" with the company petition. 13. Notwithstanding the submission that no investigation is pending against the petitioner companies, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal 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. 14. While approving the scheme as above, it is clarified 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, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 15. THIS TRIBUNAL DO FURTHER ORDER: (i) That all the property, righ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions of Section 184, 185 and 189 of the Companies Act, 2013 and(or) Section 295, 297, 299 and 301 of the Companies Act, 1956 with the concerned authorities within 30 days of this order. (x) That the Transferee Company shall deposit in total an amount of Rs. 2,00,000/- (Two Lakh Only) i.e. Rs. 1,00,000/- (One Lakh only) in favour of "The Company Law Tribunal Bar Association" Chandigarh and Rs. 1,00,000/- in favour of Pay & Accounts Office in respect of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi within a period of four weeks from the date of receipt of the certified copy of this order; (xi) That the Petitioner Companies shall, within 30 days after the date of receipt of this order, cause a certified copy of this order to be delivered to the Registrar of Companies for registration in prescribed form and on such certified copy being so delivered, the Transferor Company shall be dissolved without undergoing the process of winding up. The concerned Registrar of Companies shall place all documents relating to the Transferor Company registered with him on the file relating to the said Transferee Company, and the files relating to the Transferor Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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