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TMI Blog2020 (1) TMI 1271X X X X Extracts X X X X X X X X Extracts X X X X ..... the sanction granted by this Tribunal 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. The scheme is approved - petition allowed. - CP/1173/CAA/2019 in CA/681/CAA/2019 - - - Dated:- 20-1-2020 - R. Varadharajan , Member ( J ) And Anil Kumar B. , Member ( T ) For the Appellant : B. Chandra, PCS For the OL : B. Palani, Authorized Representative ORDER R. Varadharajan, Member (J) 1. The present Joint Company Petition has been filed by the Companies above named for the purpose of the approval of the Scheme of Amalgamation (hereinafter referred to as Scheme , as contemplated between the companies, viz. M/s. Aindro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or, the Income Tax Department and other regulatory authorities. 4. It is seen from the records that the Petitioner Companies have filed affidavit of service on 20.12.2019 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same from the statements made discloses that the Petitioner Companies have effected the paper publication as directed by by the Tribunal in one issue of Trinity Mirror (Chennai edition) English and Makkal Kural , Tamil (Chennai edition) on 13.12.2019. Further notices have been served to (i) The Regional Director, Southern Region, Chennai, (ii) Registrar of Companies Chennai, (iii) Assessing Officer, Income Tax Department (iv) Official Liquidator, Chennai, in complian ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quent to the amalgamation after setting off the fees paid by the Transferor Companies. In the light of the above the Transferee Company may be directed to comply with the above provisions of the Act by making an application with the RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder. 6. Thus, the RD after examining the Scheme, except for the above observations, has decided not to make any objection to the Scheme. However, during the course of hearing the Learned PCS appearing on behalf of the Petitioner Company submitted that they will comply with the above provisions of the Act by making an application with the RoC, Chennai for payment of the balance fee, if any, as ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... terest Method as suggested by AS - 14 Accounting for Amalgamations and this has also been certified to be in order by the statutory auditors of both the companies. Upon merger, for every 27 equity share of nominal value of ₹ 10/- each in the transferor Company 1 equity share of nominal value of ₹ 10/- each in transferee will be issued to the shareholders of the Transferor Company based on share valuation report given by the Register Valuer. 9. From the above observations made by the Chartered Accountants, the Official Liquidator sought to take on record and consider the report of the Chartered Accountant has also sought to fix the remunerations payable to the Auditor who has investigated into the affairs of the Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutorily 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 is sanctioned. 13. The Petitioner companies have submitted that no investigation proceedings are pending against them under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings are pending against the petitioner companies under Section 235 to 251 of the Companies Act, 2013 or under relevant provision of the Companies Act, 1956. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company shall pursuant to Section 232 (3) of the Companies Act, 2013 without further act or deed be transferred to the Transferee Company and accordingly the same become the liabilities and duties of the Transferee Company. (iii) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. (iv) That the Appointed date for the Scheme shall be 1st April 2019. (v) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally take effect shall become the employees of the Transferee Company without any break or interruption in their service. (vi) That the Transferee Company do without further application allo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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