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TMI Blog2017 (8) TMI 455X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited, Cello Writing Instruments and Containers Private Limited, Pentek Pen and Stationery Private Limited and Cello Plastic Products Private Limited, their shareholders, creditors and all concerned under the scheme. It is also declared that the four Transferor Companies viz. Cello Pens Private Limited, Cello Tips and Pens Private Limited, Cello Writing Instruments and Containers Private Limited, Pentek Pen and Stationery Private Limited shall stand dissolved without winding up. - TP NOS. 48 TO 52/NCLT/AHM/2017, CSP No. 818/2016 c.w. CSD 782/2016 - - - Dated:- 14-7-2017 - MR. BIKKI RAVEENDRA BABU, J. For The Petitioner : Manish R. Bhatt, Sr. Adv. and Karan Sanghani COMMON FINAL ORDER 1. By these petitions under Sections ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petitioner companies to issue notice of hearing of petitions by way of advertisement in English and Gujarati Newspapers in which the earlier publications were made pursuant to the order of the Hon'ble High Court of Judicature at Bombay dated 25.11.2016, not less than 10 days before the date fixed for hearing calling for their objections, if any, on or before the date of hearing. The petitioners were also directed to issue individual notices to all its Equity Shareholders, Secured and Unsecured Creditors, not less than 10 days before the date fixed for hearing calling for their objections, if any, on or before the date of hearing. This Tribunal also directed issuance of notice to (i) Regional Director, Western Region, Mumbai (ii) Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Though notice was served on the ROC and OL, Goa, no representation is filed. 7. In paragraph IV(1) of the representation, the Regional Director has observed that the tax implication, if any, arising out of the scheme is subject to final decision of the Income Tax Authorities and the approval of the scheme by this Tribunal may not deter the Income Tax Authority to scrutinize the tax return filed by the transferee company after giving effect to the scheme. In response to this, in the affidavit filed on behalf of the petitioner companies, it is stated that the petitioners undertake to comply with all the applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme would be met and answered in accordance with ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Authorized Signatory, it is stated in paragraph 3.c. that upon the Scheme becoming effective, the authorised share capital of each of the transferor companies shall stand combined with the authorised share capital of the transferee company. According to the deponent, pursuant to the Scheme becoming effective, there would be surplus authorised share capital available after issuance of share capital to the shareholders of each transferor company. Therefore, the transferee company is not required to increase its authorised share capital. In light of the above, this Tribunal is of the view that the observation made by the Regional Director in paragraph IV (3) stands satisfied. 10. The Regional Director, in paragraph IV (4) of the representat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Act, 2013 with respect to change in the registered office of the transferee company by filing necessary e-forms with the Registrar of Companies. In light of the above, this Tribunal is of the view that the observation made by the Regional Director in paragraph IV (5) stands satisfied. 12. The Regional Director, in paragraph IV(6) of the representation observed that, according to the shareholders' list produced by the petitioner companies, there are foreign/ non- resident shareholders in all the transferor companies as well as the transferee company. Therefore, the petitioner has to furnish the proof of serving notice to the Reserve Bank of India. In this regard, it is stated in the affidavit filed on behalf of the petitioner comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the proposed Scheme from the Income Tax Authorities and, therefore, it could be deemed that the Income Tax Authorities have no representation to make on the Scheme. 14. Learned counsel for the petitioners submitted that the Second Transferor Company, which has its registered office at Goregaon East, Mumbai, filed Company Scheme Petition No.819 of 2016 for sanction of the Scheme. The said petition came to be transferred to NCLT, Mumbai Bench, where the same came to be renumbered as Transferred Company Scheme Petition No.295 of 2017. NCLT, Mumbai Bench, thereafter, by order dated 13th April, 2017, sanctioned the Scheme subject to the sanction of the Scheme by this Tribunal in the petitions filed by the transferee company and other trans ..... X X X X Extracts X X X X X X X X Extracts X X X X
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