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TMI Blog2022 (11) TMI 758X X X X Extracts X X X X X X X X Extracts X X X X ..... re - A1 with the petition. Petition allowed. - CP (CAA) No. 27/Chd/Pb/2021 - - - Dated:- 1-11-2022 - Harnam Singh Thakur, Member (J) And Subrata Kumar Dash, Member (T) For the Appellant : Anil Aggarwal, Advocate For the Respondents : Pridhi Jaswinder Sandhu, Advocate JUDGMENT Subrata Kumar Dash, Member (T) 1. This is a joint second motion company petition filed by the Petitioner-Companies, namely, Anannya Sales Private Limited (Transferor Company No. 1/Petitioner Company No. 1) and Sugandha Retails Private Limited (Transferor Company No. 2/Petitioner Company No. 2) and Youngman Investments Private Limited (Transferor Company No. 3/Petitioner Company No. 3) and Milan Vanijya Private Limited (Transferee Company/Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by Diary No. 01278/01 dated 16.03.2022. The notice of hearing was published in Financial Express (English), Chandigarh Edition and Rozana Spokesman (Punjabi), Punjab Edition on 13.02.2022 and the original copies of the newspapers are attached as Annexure-3 of the aforesaid affidavit. It is also stated in the affidavit furnished by petitioner companies that copies of notices were served upon the (1) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs; (2) Registrar of Companies, Punjab and Chandigarh; (3) Official Liquidator; (4) Reserve Bank of India and (5) the jurisdictional Income Tax Department, by way of speed post. Original postal receipts along with service receipts are attached as A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that:- 1) There were no transactions falling under the preview of Section 295, 297, 299 301 of the Companies Act, 1956 and Section 184, 185 and 189 of the Companies Act, 2013. So, no compliance regarding these provisions was required to be made by the petitioner companies. Hence, no affidavit is required to be filed in this regard. 2) It is also undertaken by transferee company that after the scheme becoming effective, the combination of authorized share capital shall be as per Section 232(3)(i) of the Companies Act, 2013 and if any fee becomes payable on the increased authorized capital, the same shall be paid by transferee company. On a perusal of the report and the response of the petitioners, it is seen that the observati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... corporation of the Petitioner Companies, their capital structure, financial highlights, shareholding, etc. The Official Liquidator has also reproduced the extracts of Reports of the Statutory Auditors of the Petitioner Companies on the Financial Statements. On a perusal of the report, it is seen that the Official Liquidator has made no adverse observation against the petitioner companies. 8. The petitioner companies have also served notice to Reserve Bank of India and Copy of notice issued are attached as Annexure- A1 of Diary No. 01278/01 dated 16.03.2022. However, there is no reply from the concerned authority till now. Considering the lapse of time in the matter, it is presumed that there is no objection to the proposed Scheme of A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. 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 any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. THIS TRIBUNAL DO FURTHER ORDER: i. That all the property, rights and powers of the Transferor Companies be transferred, without further act or deed, to the Transferee Company and accordingly, the same shall pursuant to Sections 230 232 of the Companies Act, 2013, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany; after setting off the fees paid by the Transferor Companies; ix. That the Petitioner Companies shall, within 30 days after the date of receipt of this order, cause a certified copy of this order to be delivered to the concerned Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies shall be dissolved without undergoing the process of winding up. The concerned Registrar of Companies shall place all documents relating to the Transferor Companies registered with him on the file relating to the said Transferee Company, and the files relating to the Companies and Transferee Company shall be consolidated accordingly, as the case may be; 14. As per the aforesaid directions, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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