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TMI Blog2019 (8) TMI 1579X X X X Extracts X X X X X X X X Extracts X X X X ..... 4 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. Thus, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 232 of the Companies Act, 2013. Application allowed. X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the petitioners have affected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 13.04.2019 as well as in 'Jansatta' Hindi edition again on 13.04.2019 in relation to the date of hearing of the petition. Further, the affidavit also discloses that copies of petition have been duly served to the Registrar of 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 placed on record. 9. The Regional Director has filed its report on 24.05.2019 and submitted that the transferee company should comply with provisions of Section 232(3)(B)(i) and 233(11) r/w (12) of the Companies Act, 2013. 10. The Income Tax Department has filed its report with respect to all the Petitioner companies. The Department has submitted its no objection with respect to Petitioner Company no. 1, Petitioner Company no. 3, and Petitioner Company no. 4. However, with respect to Petitioner Company no. 2 it is submitted that the assessment proceeding under Section 148 of the Income Tax Act, 1961 for the Ass ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany 4 hereby undertakes that any liability/demand arising out on adjudication of Assessment Proceeding pending before Income Tax Department under Section 148 of Income Tax Act, 1961 with respect to Transferor company 2/Petitioner Company 2 shall be borne by Transferee Company on effectuation of Scheme of Amalgamation. It is further submitted that pursuant to Clause 7 of Part II of Scheme of Amalgamation Transferee Company undertakes to pay all pending demand/liabilities against Transferor Companies on approval of Scheme of Amalgamation by Transferee Company. 8. That none of the Petitioner Companies are Industrial Undertaking, hence benefit under Section 72A of Income Tax Act, 1961 cannot be claimed by Transferee Company. Further, Transferee Company hereby undertakes that it will not claim benefit under Section 72A of Income Tax Act, 1961 on effectuation of Scheme of Amalgamation." 12. In view of the undertaking of the petitioners the observations of Regional Director and Income Tax department are taken care of. However, in addition to the undertaking given by the petitioner companies it is clarified that there shall be no limitation on the power of the Income tax Departmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 19. It is submitted in the Scheme that the Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of "Transferor Companies" shares in following proportion: a. 5540 (Five thousand Five Hundred and Forty Equity Shares of Face Value of ₹ 10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of ₹ 10/- (Rupees Ten) each held by them in "Transferor Company 1" pursuant to this Scheme of Amalgamation. b. 5559 (Five Thousand Five Hundred and fifty Nine) Equity Shares of Face Value of ₹ 10/- (Rupees Hundred) Equity Shares of Face Value of ₹ 10/- (Rupees Ten) each held by them in "Transferor Company 2" pursuant to this Scheme of Amalgamation. c. 245 (Two Hundred Forty Five) Equity Shares of Face Value of ₹ 10/- (Rupees Ten) each in Transferee Company for very 100 (One Hundred) Equity shares of face value of ₹ 10/- (Rupees Ten) each held by them in "Transferor Company 3" pursuant to this Scheme of Amalgamation. 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duties of the transferee company; and 4. That all proceedings now pending by or against all the Transferor Companies, be continued by or against the transferee company; and 5. That all the employees of all the Transferor Companies in service, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date shall become the employees of the transferee company on such date without any break or interruption in service and upon terms and condition not less favorable than those subsisting in concerned transferor companies on the said date. 6. That 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 all the Transferor Companies shall be dissolved and the Registrar of Companies shall place all documents relating to the transferor companies 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 app ..... X X X X Extracts X X X X X X X X Extracts X X X X
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