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TMI Blog2020 (9) TMI 804X X X X Extracts X X X X X X X X Extracts X X X X ..... the purpose of the approval of the Scheme of Amalgamation (hereinafter referred to as "Scheme", as contemplated between the above companies, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013( for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') and the said Scheme is also annexed as Annexure "A9" in the Company Petition. 2. The Registered Offices of both the Companies are situated in the State of Tamil Nadu and fall within the jurisdiction of this Tribunal. 3. From the records, it is seen that in the First Motion Application was filed before this Tribunal vide CA/1066/CAA/2019 wherein the Transferor Company has sough ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution. 4. Under the circumstances, the Petitioner Companies have filed these petitions for sanction of the 'Scheme' before this Tribunal on 24.12.2019. Directions were issued vide order dated 11.02.2020 in relation to the notice to the Statutory / Regulatory Authorities as well as for paper publication in "Business Standard" (All India Edition) in English and "Maalai Murasu", (Chennai edition) in Tamil and pursuant to the same notices have been served to the Regional Director, RoC, Chennai, Official Liquidator, the Income Tax Department and other regulatory authorities noted below in paragraph 5 of this order. 5. It is seen from the records that the Petitioner Companies have filed affidavit of service on 05.03.2020 in relation to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Thus, after examining the Scheme, the RD has decided not to make any objection to the Scheme. 7. The Official Liquidator has filed his report on 20.05.2020, and has stated that the affairs of the Transferor Company were not conducted in a manner prejudicial to the interest of its members, or creditors or to the public, as per the provisions of the Companies Act, 1956/ Companies Act 2013, whichever is applicable. 8. The Chartered Accountant appointed by the Official Liquidator verified the books of accounts of the Transferor Company and has not made any adverse observation. It has been observed that the Transferor Company has not accepted any deposits from public, and the Company has filed various returns with the Registrar of Companies a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upon by the Income Tax and in terms of the decision in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com.374(SC) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the following effect vide its order dated April 15,2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutory dues from the transferor or transferee or any other person who is liable for payment of such tax dues the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. THIS TRIBUNAL DO FURTHER ORDER: (i) That all properties, right and interest of the Transferor Company shall pursuant to section 232 (3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Transferee Company as per the terms of the Scheme of Amalgamation. (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Company shall pursuant to Section 232 (3) of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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