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TMI Blog2022 (11) TMI 758X X X X Extracts X X X X X X X X Extracts X X X X ..... 2) and Youngman Investments Private Limited (Transferor Company No. 3/Petitioner Company No. 3) and Milan Vanijya Private Limited (Transferee Company/Petitioner Company No. 4) and Youngman Retails Private Limited (Transferee Company/Petitioner Company No. 5) in terms of Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 2. The Petitioner Companies have prayed for sanctioning of the Scheme of Amalgamation between the respective companies. The said Scheme is attached as Annexure- A1 of the petition. 3. The first motion application was filed before this Tribunal by Company Application No. CA (CAA) No. 7/Chd/Pb/2021 before this Tribunal for seeking directions for dispensi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a and (5) the jurisdictional Income Tax Department, by way of speed post. Original postal receipts along with service receipts are attached as Annexure 1 and 2 of the aforesaid affidavit. 6. It is deposed by the authorized signatories of petitioner companies that no objection has been received from any stakeholder, creditor, stakeholder of the petitioner companies or any other person or authority to the scheme of amalgamation till date. The aforesaid affidavits furnished by the authorized signatories have been filed by Diary No. 01278/15 dated 16.09.2022. 7. In response to the abovementioned notices, the statutory authorities have furnished their responses. 7.1. Registrar of Companies (RoC)/Regional Director (RD) 7.1.1. The Registrar of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id by transferee company. On a perusal of the report and the response of the petitioners, it is seen that the observations raised by the RD/RoC stands duly satisfied. 7.2. Income Tax Department 7.2.1. The Income Tax Department filed its report by Diary Nos. 01278/3, 01278/4, 01278/5, 01278/8, 01278/9 all dated 20.04.2022 with respect to Petitioner Companies wherein it has been stated that neither any proceeding has been initiated nor any Demand is pending in the case of the petitioner company No. 1 to 3. A demand amounting to Rs. 6,981 for A.Y 2007-08, Rs. 434 for A.Y. 2008-09, Rs. 335 for A.Y. 2009-10, Rs. 370 for A.Y. 2011-12 is pending in respect of transferor company No. 4 and a demand of Rs. 13,11,770 is pending for A.Y 2019-20 with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the lapse of time in the matter, it is presumed that there is no objection to the proposed Scheme of Amalgamation. 9. The certificate of the Statutory Auditors with respect to the Scheme between Petitioner Companies to the effect that the accounting treatment proposed in the Scheme is in compliance with applicable Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act, read with rules thereunder and other Generally Accepted Accounting Principles is attached as Annexures- A 24 of the petition. 10. We have heard the learned counsel for petitioner companies and learned counsel for the Income Tax Department and have perused the record carefully. 11. In the context of the above discussion, the Scheme contemplated betwee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to and vested in the Transferee Company for all the estate and interest of the Transferor Companies but subject nevertheless to all charges now affecting the same; and ii. That all the liabilities and duties of the Transferor Companies be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; iii. That the Appointed Date for the scheme shall be 01.04.2020 as specified in the Scheme; iv. That the proceedings, if any, now pending by or against the Transferor Companies be continued by or against the Transferee Company; v. That the employees of the Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X
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