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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 ..... vate Limited, Sponge Enterprises Private Limited ("Transferor Companies") with Sridhar Agro Product Private Limited ("Transferee Company") where all the assets, properties, rights and claims whatsoever of the Transferor Companies and their entire undertaking together with all rights and obligations relating thereto are proposed be transferred to and vested in the Transferee Company on the terms and conditions fully stated in the Scheme of Amalgamation which is annexed and marked with the letter "J" to this petition. 2. Sridhar Agro Product Private Limited ("SAPPL") was incorporated on 25th day of March, 1997 as a Private Limited Company limited by shares under the provisions of the Companies Act, 1956 and CIN is U51101CT1 997PTC01177 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ured 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 Affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mposition with the creditors of the applicant companies and scheme will not affect the rights of the creditors of the applicant companies in any manner whatsoever. 13. This Tribunal has passed an Order dated 06th January, 2020 in the said Company Petition, directed publication to be affected of the hearing of the Petition, issuance of the notices of this Petition to the concerned statutory authorities for their objections, if any. 14. It has been stated that notice of petition was served upon the Central Government, Statutory Authorities and publications of notice of petition was made in two newspapers- "Central Chronicle" on 13/01/2020 and "Amrit Sandesh" on 13/01/2020. 15. Further, Sri Milland Vitthalrao Chakranarayan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nue against the Transferee Company. 16. In view of the foregoing, 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, North Western Region, ROC, Chhattisgarh, the reports of the official Liquidator, Chhattisgarh etc., there appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under Sections 230 to 232 of the Companies Act, 2013. The Petitioner shall however, remain bound to comply with the statutory requirements in accordance with law. 17. The petitioner Companies have filed supplementary affidavit which is affirmed on 17th October, 2019 and made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atter of record only and as per para 13 of the Scheme all legal, taxation or other proceedings against the transferor companies will continue against the Transferee Company and therefore, there is nothing much to place on record." 18. While approving the Scheme 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 rule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; That all proceedings and/or suits and/or appeals now pending by or against the Transferor Companies shall be continued by or against the Transferee Company. (v) That the name of transferee Company shall be changed into name of the Transferor Company No. 2, without making any application for change in name of the Company. (vi) That the transferee company do without further application allot to such members of the Transferor Companies herein the shares in the transferee company to which they are entitled as per the said scheme of amalgamations; (vii) That the Transferor Companies and the Transferee Company shall within 30 days after the date of the receipt of this Order, a certified copy of this Order to be delivered ..... X X X X Extracts X X X X X X X X Extracts X X X X
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