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2019 (11) TMI 1488 - Tri - Companies LawApproval of the Scheme of Amalgamation - Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- The Chartered Accountant appointed by the Official Liquidator verified the books of accounts of the Transferor Company and in relation to the Share Exchange Ratio - Further, the Department of Income Tax has also filed its report on 15.10.2019 and brought on record that the Transferee Company has not filed its Return of Income under Section 139(1) of the Income Tax Act, 1961 for AY's 2019 - 2020 and that the same is getting time barred on 30.11.2019 and has sought for a direction to the Transferee Company to file its return before the due date. However, on 05.11.2019, the Department of Income Tax has filed another memo stating that the earlier direction was wrongly sought for, as it would be violative of the statutory provisions to seek a direction for the Transferee Company to file the returns before the due date and requested that the Transferee Company be directed to file the returns under the IT Act prior to approval of the Scheme. The Petitioner Companies have complied with proviso to Section 230(7) /Section 232 (3) by filing the certificate of the Company's Auditor in relation to compliance with the Accounting Standards, the applicable Accounting Standards notified by the Central Government and Section 2(43) of the Companies Act, 2013 and the rules framed thereunder. Amalgamation scheme approved. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Amalgamation annexed as Annexure "3" with the Company Petition as well as the prayer made therein - Scheme sanctioned.
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