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2020 (9) TMI 515 - Tri - Companies LawSanction of Amalgamation Scheme - sections 230-232 of the Companies Act, 2013 - HELD THAT:- The Official Liquidator (OL) has filed his report dated 23.10.2017 in Company Petition inter alia stating that the affairs of the Transferor Company have been conducted in a proper manner. It is clear from the report of M/s. P R Agarwal and Awasthi, Chartered Accountants appointed vide order dated 28.07.2017, which is annexed to the OL Report, that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of the members or to the public interest - There is, therefore, no reason to doubt the correctness of the transaction and the accounting entries made in this regard by the Transferor Company. Nevertheless, in so far as tax liability in respect of the transaction itself is concerned, the Income Tax Department is free to take an independent view and determine whether there is any tax due on this score. Sanction of the Scheme by this Tribunal shall not come in the way of any such determination, and the Income Tax Department is free to proceed in accordance with law - The rest of the clarifications and undertakings provided by the Petitioner Companies are found satisfactory and are, therefore, accepted. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, the Company Petition filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). Petition filed by the Transferor Company is also made absolute in terms of prayer clauses (a) to (h) thereof. The Scheme is sanctioned - The Appointed date of the Scheme is fixed as 1st April 2017.
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