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TMI Blog2019 (5) TMI 1824X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme") has been placed on record. 2. The "Transferor Company", M/s. Agarwal Meadows Private Limited was incorporated on 08.12.1989 under the provisions of the Companies Act, 1956, having its Registered Office at CSC, Pocket-52, Chittaranjan Park, Near Police Station, New Delhi-110019. 3. The "Transferee Company", M/s. Paisalo Digital Limited was incorporated on 05.03.1992 under the Companies Act, 1956, having its registered office situated at 101, CSC, Pocket - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een from the records that the Petitioner companies have filed an affidavit dated 20.03.2019, affirming compliance of the order dated 19.02.2019. 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 as well as in "Business Standard" Hindi Edition on 08.03.2019, 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 Reginal 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 ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng imposition of penalties etc. as provided in law. 12. In respect of Reserve Bank of India, the transferee company has filed affidavit dated 22.04.2019, stating that the Department of Non-Banking Supervision of RBI has issued no Objection Letter dated 04.04.2019, copy of which has been placed on record. It is also confirmed in the affidavit that till date of the affidavit no objection has been received by the petitioner companies from any objector or from their representative. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een statutorily provided under Section 230-234 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. 18. It has also been affirmed in the petition that the Scheme is in the interest of the transferor company and the transferee 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 all the Petitioner companies to the proposed Scheme and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs including the report of official liquidator, Income Tax Department and RBI and also as no object ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lities and duties of Transferor Company, 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 iv. That all proceedings now pending by or against Transferor Company, be continued by or against the transferee company; and v. That all the employees of Transferor Company 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 the Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X
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