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TMI Blog2020 (10) TMI 780X X X X Extracts X X X X X X X X Extracts X X X X ..... National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Petitioner Transferor Company No. 1 and Transferor Company No. 2 into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme") has been placed on record. 2. The Petitioner Transferor Company No. 1, M/s. Titanium Imports and Exports Private Limited was incorporated on 25.10.2010 under the provisions of the Companies Act, 1956, and its registered office is presently situated at A-2/3, Safdarjung Enclave, Near Bhikaji Cama Place, New Delhi-110029. 3. It is seen from the records that the First Motion application seeking convening/dispensation from convening the meetings of Shareholders an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tax Department in compliance of the order and in proof of the same acknowledgement made by the respective offices have also been enclosed. 6. The Regional Director has filed its representation in which it has been submitted that the Petitioner Company has filed its upto date annual returns and Balance Sheet upto 31.03.2018. It is also submitted that no prosecution has been filed and no inspection or investigation has conducted in respect of the petitioner company. It is seen from the report of the Regional Director that no specific objection has been raised against the approval of the Scheme in respect of the petitioner company. 7. The Official Liquidator has filed its report wherein no material objection has been raised in relation to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave not raised any objection against the Scheme. In the same order the petitioner company was directed to file status report in respect of petition filed before Mumbai Bench, NCLT by transferor company no. 2 and transferee company. 11. Accordingly, the petitioner company has filed an affidavit dated 19.12.2019 stating that the transferor company no. 2 and transferee company have filed separate joint second motion petition on 11.12.2019 and as on the date of affidavit the joint petition was yet to be listed before Mumbai Bench of NCLT. 12. In the petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013 and therefore, it is open to the petitioner company to avail the benefits extended by statutory provisions and the Rules. 17. It has also been affirmed in the petition that the Scheme is in the interest of the petitioner transferor company no. 1 including its shareholders, creditors, employees and all concerned. 18. The petitioner company have also filed affidavit on 09.09.2019 confirming that no objection has been received against the Scheme from any party or from any person interested in the Scheme in any manner. 19. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner company to the proposed Scheme, and the report filed by the Regional Director, Northern R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... following the process of winding-up; and 2. That all the property, rights and powers of Petitioner Transferor Company No. 1, he transferred without further act or deed, to the transferee company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, he transferred to and vest in the transferee company. 3. That all the liabilities and duties of Petitioner Transferor Company No. 1, be transferred without further act or deed, to the transferee company and accordingly the same shall, pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the transferee company; and 4. That all proceedings now pending by or against Petitioner Transferor Company No. 1, be continued by or ag ..... X X X X Extracts X X X X X X X X Extracts X X X X
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