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TMI Blog2021 (5) TMI 27X X X X Extracts X X X X X X X X Extracts X X X X ..... he date of hearing of the petition. Further, the Petitioners have also affirmed that the copy of petition have been duly served upon the Registrar of Companies, Regional Director, Northern Region and Income Tax Department, Official Liquidator, in compliance of the order and in proof of the same acknowledgment from the respective offices have also been placed on record. There appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under section 230 232 of the companies act, 2013 - Petition allowed. - CAA-66/ND/2020 CA (CAA) -46 (ND)/2020 - - - Dated:- 27-4-2021 - Dr. DEEPTI MUKESH HON BLE MEMBER (JUDICIAL) And SUMITA PURKAYASTHA HON BLE MEMBER (TECHNICAL) For the Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the notice of the meeting being issued. Since there are no Preference shareholders of Transferee/Applicant Company No.2, therefore the meetings were dispensed with. 3. The Report dated 10.08.2020 of the Chairperson with respect to the meetings convened, is filed. 4. Thereafter 2nd motion petition was filed vide CAA -66 (ND)/2020 and vide order dated 13.10.2020 the Petitioners were directed to carry out publication in the newspaper Business standard (English, Delhi Edition) and Business standard (Hindi, Delhi Edition) and in addition, notices were directed to be served on to the Regional Director (Northern Region), Ministry of Corporate Affairs, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department, Offi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Act, 2013 and pay the difference fee on consolidated authorized share capital of Transferee Company, after setting off the fee already paid by the Transferor Companies on their respective capital. The Transferee Company may kindly be directed to include the said clause in the scheme. iii. Refer to clause 4.1 4.2 of the scheme regarding change of name and object of the Transferee Company, in this regard it is stated that any change in name and object shall not be automatic. The Company has to make compliance of relevant sections and rules made thereunder to change the name and object of the Company. iv. Notice of Scheme of amalgamation/merger to the Registrar of Companies has not been served in Form No. CAA-3 in accordance wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company. 9. The Income Tax Department has filed its report dated 07.01.2021 with respect to Fibcom India Limited (Transferor Company) wherein no specific objections have been raised against the approval of the scheme however,Income Tax Department has filed another report dated 12.01.2021 with respect to Prima Telecom Ltd(Transferee Company), whereinit is stated that on verification of the case records from ITBA system, there is an outstanding demand of ₹ 16,836/-. The Petitioners have filed an undertaking vide an affidavit dated 13.01.20121, stating that the Transferee Company has paid the outstanding demand and the copy of the challan has been placed on record. 10. The Official Liquidator has filed its report on 27.11. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted to the scheme under section 230 232 of the companies act, 2013. The petitioners however remain bound to comply with the statutory requirements in accordance with law. 14. 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 any of the concerned person, director and officials of the petitioners. 15. While approving the scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes, GST, or any other charges, if any, and payment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 services and upon terms and conditions not less favorable than those subsisting in the respective transferor companies on the said date. g) That petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Company for registration and on such certified copy being so delivered the transferor companies shall stand dissolved and the Registrar of Company shall place all documents relating to all the transferor company registered with him on the file kept by him in relat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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