9911796707
TMI Blog2021 (6) TMI 938X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme is approved - application allowed. X X X X Extracts X X X X X X X X Extracts X X X X ..... the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder, (vii) The Petitioner Companies shall comply with proviso to Sub-section (7) of Section 230, as may be applicable under the circumstances on or before the date fixed for hearing by filing the certificate of Company's auditor. 4. The Petitioner Companies filed compliance affidavit vide Diary No. 2662/2019 dated 14.11.2019 along with copies of the newspaper publications and copies of proof of service of notice to the statutorily authorities. 5. On perusal of the record, it is found that the Department of Income Tax has filed an affidavit along with no objection certificate dated 05.01.2021. It is stated in the certificate that the office has no objection to the Scheme, if the Tribunal secures the interest of the revenue to the extent that if any demand arises, then the company may pay the demand as and when it arises. Also, the office of the RoC cum OL, Jaipur, Rajasthan has filed its report dated 24.01.2020 and has no comments/observations against the Petitioner Companies and the Scheme of Amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the affidavits/no objection filed by the respective regulatory authorities 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. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law including, but not limited to, Section 232 (3) (a) and Accounting Standard 14 as pointed by the Regional Director. 10. Notwithstanding the above, if there is any deficiency found, or violation committed, qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal 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 Petitioners. 11. While approving the Scheme as above, we further clarify that this order should not be construed as an order granting in any manner exemption from the payment of stamp duty, or taxes including income tax, GST etc., or any other charges or payment in accordance with law, or any kind of waiver in respect of any permission/compliance with any other requirement which may be spe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xemptions, benefit of carried forward losses and other statutory benefits, to which the Transferor Companies are entitled to shall be available to and vest in the Transferee Company. VI. All proceedings now pending by or against the Transferor Companies shall be continued by or against the Transferee Company. VII. All employees in the service of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company on date immediately preceding the date on which the scheme finally take effect and shall stand transferred to the Transferee Company without any interruption of service and on terms and conditions no less favourable than those on which they were/are engaged by the Transferor Companies, as on the Effective Date. VIII. The Transferee Company shall, without further application, allot to the existing members of the Transferor Companies (Transferor Company No. 1 & 2) the quantum of shares of the Transferee Company to which they are entitled under the said Scheme of Amalgamation. IX. The fee, if any, paid by the Transferor Companies No. 1 & 2 on its/their authorized capital shall be set off against any fees payable by the Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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