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TMI Blog2019 (5) TMI 1822X X X X Extracts X X X X X X X X Extracts X X X X ..... d Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Arrangement by way of Demerger of the demerged undertaking of demerged Company and vesting it into the Resulting Company. The copy of the Scheme of Arrangement (hereinafter referred as the "Scheme") has been placed on record. 2. The "Demerged Company", M/s. Ogaan India Private Limited was incorporated on 24.12.1982 under the provisions of the Companies Act, 1956, having its Registered Office at H-2, Hauz Khas Village, New Delhi-110016. 3. The "Resulting Company", M/s. Ogaan Retail Private Limited was incorporated on 15.09.2017 under the Companies Act, 2013, having its registered office situated at H. No. 4895, P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petitioner companies have filed an affidavit dated 22.02.2019, affirming compliance of the order dated 01.02.2019. A perusal of the affidavit discloses that the Petitioners have affected the newspaper publication as directed in one issue of the "Business Standard" English Edition on 21.02.2019 as well as in "Jansatta" Hindi Edition on 20.02.2019, 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 Regional Director (Northern Region), Official Liquidator, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department and to other relevant sectoral regulators in compliance of the order and in proof of the same acknowledgement made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from the petitioners as per law. However, it is seen that the Income Tax Department has not raised any objection against the sanctioning of the Scheme. 12. Be that as it may, in order to protect the interest of the Revenue, it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. 13. In the joint 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 against the Petitioner Companies. It is stated that the appointed date as provided in the Scheme shall be April 1st, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 18. It has also been affirmed in the petition that the Scheme is in the interest of both the demerged company and the resulting company including their shareholders, creditors, employees and all concerned. 19. In view of the foregoing, upon considering the approval accorded by the members and creditors of both the Petitioner companies to the proposed Scheme, and the no objection affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, Official Liquidator and Income Tax Department and also as no objection from any quarter against the Scheme has been received; there appears to be n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ngly the same shall, pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the resulting company; and iii. That all proceedings now pending by or against demerged company in respect of demerged undertaking, be continued by or against the resulting company; and iv. That all the employees of Demerged company in respect of demerged undertaking, if any, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date shall become the employees of the resulting company on such date without any break or interruption in service and upon terms and condition not less favorable than those subsisting in demerged company on the said date. v. That Petitioner companies sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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