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TMI Blog2021 (1) TMI 813X X X X Extracts X X X X X X X X Extracts X X X X ..... mation shall be binding on the Transferor and Transferee Company, and their Shareholders and Creditors. The Parties shall also be bound to comply with the requisite statutory requirements in accordance with law. While approving the Scheme, it is clarified that this Order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other statutory dues, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. Further the approval of the scheme would in no manner affect the tax treatment of the transactions under Income Tax Act, 1961 or serve as any exemption or defense for the applicant co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resently at 5 UGF, Indraprakash 21 Barakhamba Road, New Delhi - 110 001. 4. The registered offices of both the Transferor and the Transferee Companies are situated at New Delhi. Therefore, the jurisdiction lies with this Bench of the Tribunal. 5. The Authorized, Subscribed and Paid-up Share Capital of the Transferor Company as per the Audited Balance Sheet as at 31st March, 2019 is as under: 6. The Authorized, Subscribed and Paid-up Share Capital of the Transferee Company as per the Audited Balance Sheet as at 31st March, 2019 is given below : 7. From the records, it is seen that the First Motion was filed by the Petitioner Companies for seeking directions for dispensing the meeting of Equity Shareholders, Secured Creditors and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tition were published on 20.03.2020 in both Business Standard (English) and Business Standard (Hindi). It is further submitted that the Petitioner Companies also served the Notices of the present Company Petition to all the statutory authorities. 11. It is stated by the Petitioners that the Official Liquidator has filed his report dated 24.06.2020, wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 12. In response to the notices issued in the petition, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Amalgamation shall be binding on the Transferor and Transferee Company, and their Shareholders and Creditors. The Parties shall also be bound to comply with the requisite statutory requirements in accordance with law. 17. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, Directors and officials of the Petitioner Company. 18. While approving the Scheme as above, it is clarified that this Order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Transferee Company and be in full force and effect in favor of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto; (iv) All the employees of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on term and conditions no less favorable than those on which they are engaged by the Transferor Companies, as on the Effective Date, including in relation to the level of remuneration and contractual and statu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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