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TMI Blog2021 (1) TMI 1026X X X X Extracts X X X X X X X X Extracts X X X X ..... is any deficiency found, or violation committed of any enactment, statutory rules or regulation, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken in accordance with law, against the concerned persons, directors and official of the petitioners. The scheme of Amalgamation be sanctioned by this National Company Law Tribunal, Cuttack Bench to be binding with effect from appointed date on the Transferee Company, the Transferor Companies, their shareholders, and all concerned - the said Transferor Companies with all their respective assets, properties, rights, powers, titles, and interest thereof be transferred to and vested without any further act or deed in the Transferee Company and accordingly the same shall pursuant to section 230 to 232 of the Companies Act 2013 be Transferred to and vested in the Transferee company for all the estates and interests of the said Transferor Companies therein but subject nevertheless to all charges, now affecting the same. - C.P. (CAA) No. 141/CTB/2019 Connected with C.A. (CAA) No. 14/CTB/2019 - - - Dated:- 18-1-2021 - Ms. Sucharitha R. Member (Judicial) and Shri Satya Ranjan Prasad Member (Tech ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... divided into equity shares of ₹ 10/- each fully paid up. 5. By an Order dated 28 th day of August, 2019 in Company Application C.A. (CAA) NO. 14/CTB/2019, this Tribunal waived the meetings of the equity shareholders and Secured Creditors of all the Petitioner Companies for the purpose of considering and if thought fit for approving with or without modification, the said Scheme of Amalgamation in view of the written consent obtained from the Equity Shareholders and Secured Creditors of the respective companies and ordered for the separate meetings of the unsecured creditors of all the petitioners companies. A copy of the said Order dated 28th day of August, 2019 is annexed and marked with the letter N to this petition. 6. In terms of the Order of this Tribunal, notices have been sent to Income Tax Department, Chief Commissioner of Income Tax, Official Liquidator, Registrar of Companies and Regional Director, North Western Region (M.C.A.). Copy of Affidavit of Service/ compliance filed in terms of Order of Hon'ble NCLT is annexed and marked with letter M to this petition. 7. A certificate from Chartered Accountant relating to compliance of Accounting stand ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ence of amount of fees which is payable on the enhanced authorized capital as on date and the total payable amount of fees which have already been paid by all the petitioner Companies at the time of registration/increase in authorized capital and will comply with the provisions of Section 232 (3) (i) of the Companies Act, 2013 and to pay fees accordingly, if required. b) Sponge Enterprises Private Limited (SEPL) is more famous in the group Companies and very famous so far as export business of this Company is concerned and therefore, the applicants have preferred to keep the name of the transferor Company 2 and further submitted that necessary forms will be filed with the Registrar of Companies and also necessary fees/stamp duty, as applicable, will be paid to the Registrar of Companies/other authorities in compliance of the Section 13 of the Companies Act, 2013 by the petitioner transferee Company for change of name of the Company as proposed in the scheme. c) As per para 13 of the Scheme, all legal, taxation other proceedings against the transferor Companies will continue against the Transferee Company. 16. In view of the foregoing, upon considering the approval accor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme as above, we further clarify that this order should not be construed as an order in any granting exemption from payment of stamp duty, taxes including income tax, GST etc. or any other charges, if any, and payment accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law. 19. Notwithstanding the above, if there is any deficiency found, or violation committed of any enactment, statutory rules or regulation, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken in accordance with law, against the concerned persons, directors and official of the petitioners. 20. In view thereof, we have pursued the documents annexed to the petition and have heard the submissions made of the petitioners and we hereby passed the following Orders: - ORDER (i) That the scheme of Amalgamation be sanctioned by this National Company Law Tribunal, Cuttack Bench to be binding with effect from appointed date on the Transferee Company, the Transferor Companies, their shareholders, and all concerned; (ii) That the said Transferor Companies with all their respec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... andate of law. (x) That any person interested shall be a liberty to apply to this National Company Law Tribunal, Cuttack Bench in the above matter for any directions that may be necessary; (xi) That the schedule of assets in respect of the Transferor Companies be filed in this National Company Law Tribunal, Cuttack Bench within a period of 60 days from the date of the Order to be made herein; (xii) In the event of the petitioners supply legible computerized print out of the scheme and schedule of assets in acceptable form to the department, the department will append such computerized print-out, upon verification to the certified copy of the Order without insisting on a hand-written copy thereof. (xiii) The Transferee Company is directed to pay a cost of ₹ 50,000/(fifty thousand only) towards legal fees/expenses of the Regional Director through online payment in www.mca.gov.in. (xiv) Accordingly, C.P. (CAA) No. 141/CTB/2019 connected with C.A. (CAA) No. 14/CTB/2019 stands disposed of with the aforesaid directions. (xv) Urgent Photostat certified copy of this order, if applied for, be supplied to the parties, subject to compliance with all requisite fo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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