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2015 (11) TMI 1868 - HC - Companies LawApplication for sanctioning of the Scheme of Amalgamation - Clause 7 of Part II of the Scheme - HELD THAT:- In reply, the petitioners are agreeable to modify the clause by adding the words “subject to compliance of the requirements of the provisions of Sections 13, 14, 61 and 117 of the Companies Act, 2013” at the end of paragraph 7 of Part II of the said scheme as desired by the Central Government. Scrutiny proceedings under Section 143(2) of the Income Tax Act, 1961 were pending in respect of the assessment of the petitioner nos. 5 and 7 - HELD THAT:- The Income Tax Department had raised an objection against any scheme of amalgamation of these two companies. Learned Counsel appearing on behalf of the petitioners submits that after the issue of the letter dated 6th February 2015, an assessment order has been passed by the Income Tax Department in respect of both the petitioner nos.5 and 7 on 20th March 2015 and copies of such orders have been annexed to the affidavit in reply filed by the petitioners. In the circumstances, there is no embargo on the scheme being sanctioned. It is observed from the Balance Sheets as at 31st March, 2013 of the transferor companies that the share application money was pending for allotment - HELD THAT:- A revised share valuation report was also prepared by the valuer after taking into consideration the allotment of shares made during 2013-14 and such revised valuation report dated 13th April 2015 is also on record. Moreover, it would be evident from the valuation report dated 13th April 2015 that there is no difference in the share exchange ratio. Further paragraph 12.8 of Part III of the scheme takes into consideration and makes provision in respect of the shares allotted by the transferor companies between the appointed date and the effective date. There are, therefore, emergent circumstances and for the benefit of all concerned, it was necessary that the scheme be sanctioned. Application allowed.
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