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TMI Blog2020 (9) TMI 442X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 230 to 232 of the Companies Act, 2013 - Petition disposed off. - Company Petition No. 02 (ND) 2020 and Company Application No. CA (CAA) No. 169 (ND) 2019 - - - Dated:- 8-7-2020 - P.S.N. Prasad, Member (J) And Sumita Purkayastha, Member (T) For the Appellant/Respondent: Rajeev Kumar, Advocate ORDER SUMITA PURKAYASTHA, MEMBER (T) 1) This Joint petition has been filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation outlining the Amalgamation of Transferor Company with and into Transferee Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director, Registrar of Companies, Official Liquidator and Income-Tax authorities. It is seen from the records that the Petitioner Companies has affirmed the compliance of the order passed by NCLT, Delhi Bench in the Second Motion Petition. 5) The Petitioner Companies were directed vide second motion admission order dated January 15, 2020, to carry out publication in the newspaper one in Business Standard (English, Delhi Edition) and other in Business Standard (Hindi, Delhi Edition). In addition to the public notice, notices were directed to be served on to the Regional Director, Registrar of Companies, Official Liquidator and Income-Tax authorities. 6) It is seen from the records that the Petitioners have filed an affidav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fer to Clause 5 of the Scheme, the Transferee Company may kindly be directed to comply with the provision of Section 232(3)(i) of the Companies Act, 2013 in regard to fee payable on its revised authorized share capital. In this regard, the Transferee Company has filed an Affidavit on March 19, 2020 with NCLT, Delhi Bench undertaking that it shall comply with the provisions of section 232(3) (i) of the Companies Act, 2013 and shall pay applicable fee, if any, post the consolidation of the authorized share capital of the Transferor Company with the authorized share capital of the Transferee Company. In view of the abovesaid, the objections raised by the Regional Director thus stands satisfied. 9) The Department of Income Tax has submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eposited on 03.12.2018. For balance 80 % stay granted by the JCIT. (Payment challan enclosed). In the same affidavit the Transferee Company has given an undertaking that it shall discharge the final tax liability, if any of the Transferor Company and Transferee Company, crystallizing upon final order of the relevant adjudicating authority. 11) Certificates of respective Statutory auditors of the Petitioner Companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 12) It has been also affirmed by the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if any, and payment in accordance with law or in respect to any permission/ compliance with any other requirement which may be specifically required under any law. 19) THIS TRIBUNAL DO FURTHER ORDER That the Transferor Company shall stand dissolved without following the process of winding- up; That all the property, rights, interests and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to Section230- 232 of the Companies Act 2013 be transferred to and vest in the Transferee Company. That all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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