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TMI Blog2020 (9) TMI 805X X X X Extracts X X X X X X X X Extracts X X X X ..... proval of the Scheme of Amalgamation of the Transferor Company with the Transferee Company. 2. The "Transferor Company", Corteco India Private Limited was incorporated on 22.11.2012 under the provisions of Companies Act, 1956, having its registered office at KH. No. 965 & 966 FI5/2, First Floor, Satbari, Delhi, South West Delhi 110074. 3. The "Transferee Company", Freudenberg-NOK Private Limited (formerly known as Sigma Freudenberg NOK Private Limited) was incorporated on 04.09.2000 under the provisions of Companies Act, 1956 having its registered office at KH. No. 965 & 966 F15/2, First Floor, Satbari, Delhi, South West Delhi 110074. 4. A perusal of the petition discloses that initially the First Motion joint application seeking directi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h Delhi edition on 22nd Day of January, 2020 as well as in 'Business Standard' Hindi Delhi edition again on 22nd Day of January, 2020 inviting objection in respect of the Scheme, also in relation to the date of hearing of the petition. Further, the affidavit also discloses that copies of the petition have been duly served to the Registrar of the Companies, Regional Director, Northern Region, Official Liquidator and Income Tax Department in compliance of the order and in proof of the same acknowledgement made by the respective offices have also been enclosed. 7. The Regional Directors has filed its representation dated February 12, 2020 in which it has been submitted that as per report of Registrar of Companies, the petitioner compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o limitation on the power of the Income Tax Department for recovery, including imposition of penalties etc. c. That without prejudice to the above, the approval of the revision should in no manner affect the tax treatments of the transactions under the Income Tax Act, 1961 oer any other applicable taxing statue, nor would sanction of the revision or the effect thereof serve as a defense for the companies concerned against tax treatment under the aforementioned statues. 10. In response to the remark made by Income Tax Department of its report, the Transferee Company undertakes that it would make appropriate treatment in its books of accounts with respect to the losses incurred by the Transferor Company as per the applicable provisions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entative of petitioner companies have received any other objection against the Scheme. 15. It has been affirmed in the Joint petition that no proceedings under Section 210 to 227 of the Companies Act, 2013 are pending against the Petitioner Companies. 16. Besides certificates of respective Statutory auditors of both the petitioner companies have been placed on record to the effect that the 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. 17. It is stated that upon the Scheme becoming effective the transferee company will issue and allot equity shares to the shareholders o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re appears to be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the 'Scheme undersection 230 & 232 of the Companies Act, 2013. 21. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 22. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 23. While approving the Scheme as above, we further clarify that this order should not be construed as an order in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at Petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered to the Transferor Company shall be dissolved and the Registrar of Companies shall place all documents relating to the Transferor Company registered with him on the file kept by him in relation to the transferee company and the files relating to all the petitioner companies shall be consolidated accordingly; and 7. That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary. The petition stands disposed of in the above terms. Let copy ..... X X X X Extracts X X X X X X X X Extracts X X X X
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