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2019 (9) TMI 1433 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI BENCHApproval of the scheme of arrangement - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- The Petitioner Companies, it is seen from the records, have filed an affidavit dated 11.02.2019 in relation to the compliance of the order dated 18.01.2019 passed by this Tribunal and a perusal of the same discloses that the petitioners have effected the paper publication as directed by this Tribunal in 'Business Standard' in English edition and in 'Business Standard' in Hindi edition on 06.02.2019. Further, it has also been stated by the Learned Counsel for the Petitioner Companies that notices have been issued to the Regional Director on 29.01.2019 by hand, to the Registrar of Companies on 29.01.2019 by hand, to the Income Tax Department on 29.01.2019 by hand, to the Official Liquidator on 29.01.2019 by hand, to the Department of Non-Banking Supervision Reserve Bank of India and proof of the same acknowledgements made by the respective offices have also been enclosed. In the rejoinder filed by the petitioners, it is stated that Share Valuation has been carried out in accordance with the available share valuation method. Further provisions of Rule 11UA prescribe the method for valuation of unquoted equity shares for purpose of Section 50 CA and Section 56(2)(x) and cannot be applied in other sections/other places - the observations of Income Tax Department stands adequately explained. In addition, it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. The Petitioner Companies have complied with proviso to Section 230 (7)/Section 232(3) by filing the certificates issued by the Statutory Auditors of the Transferor Company and Transferee Company on the accounting treatment as proposed in the Scheme - In view of absence of any other objections having been placed on record before this Tribunal from any other party and all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the scheme of amalgamation annexed as Annexure - 1 with the Company Petition along with the prayers made therein. Application disposed off.
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