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TMI Blog2016 (3) TMI 697X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited (Transferor Company) and Mahindra Holidays & Resorts India Limited (Transferee Company). The parties to the amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the amalgamation scheme sanctioned under this order. The order in prescribed Form No.42 be issued separately by the Registrar as per Rule 84 of Companies (Court) Rules, 1959. - S.B. Company Petition No.19/2015 - - - Dated:- 19-2-2016 - MR. ALOK SHARMA, J. Mr. Amol Vyas, for the petitioners. Mr. Gaurav Sharma, for the OL. Mr. R.K. Meena, Official Liquidator. BY THE COURT: This Company petition has been filed by the petitioner Divine Heritage Hot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ngement with Mahindra Holidays Resorts India Limited (Transferee Company). A copy of the same has been annexed herewith as Annexure-6. The Board of directors of Mahindra Holidays Resorts India Limited (Transferee Company) have approved the scheme in its meeting of 22-1-2015. A copy of the same has been enclosed herewith as Annexure-7. Meeting of the equity shareholders and unsecured creditors for holding the meeting was dispensed with by this court vide order dated 3- 7-2015 in SB Company Application No.22/2015 as they had approved and confirmed the scheme of amalgamation as evident from their consent in writing annexed with the fist motion. There was no secured creditor of the transferor company. Hence this petition on second mot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the submissions made by the counsel for the petitioner, the Regional Director, Ministry of Corporate Affairs as well as the Official Liquidator and examined the material placed on record. In my considered opinion none of the aforesaid objections brought on record by the Regional Director have any bearing on the sanction of the scheme of amalgamation by this court. For one, the scheme of amalgamation as adopted and approved by the shareholders and creditors of the transferor company and the other amalgamated company provides that all liabilities of the transferor company will accrue to the transferee company and so will it be with regard to any income tax liability, if any. It is directed that the transferee company shall be liable for a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tter distinct from manner of carrying out of business. Income Tax liability would hold as per law both for the period prior to the sanction of the scheme and thereafter and transferee company is under the scheme liable therefor, if any, to the account of the transferee company. Having examined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed. Consequently, the company petition is allowed. This Court does hereby sanction the scheme of amalgamation set forth in Annexure-1 appended to the Company Petition and does hereby declare the same to be binding on creditors and equity ..... X X X X Extracts X X X X X X X X Extracts X X X X
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