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2020 (10) TMI 278 - 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 Official Liquidator sought to take on record and consider the report of the Chartered Accountant and has also sought to fix the remuneration payable to the Auditor who has Investigated into the affairs of the Transferor Company. In this regard, this Tribunal hereby directs the Transferor Company - 5 and Transferor Company - 6, jointly to pay a sum of ₹ 50,000/-to the Official Liquidator for the payment of fees payable towards the Auditor who has investigated into the affairs of the Transferor Companies. Upon a query raised by this Tribunal in relation to the filing of this Petition by the Petitioner Companies under Section 230 - 232 of the Companies Act, 2013, since the Transferor Companies are wholly owned subsidiaries of the Transferee Company and as such why they have not filed the present Scheme under Section 233 of the Companies Act, 2013, the Learned AR for the Petitioner Companies submitted that the wholly owned subsidiary Companies i.e. the Transferor Companies are not solvent and as such they cannot comply with Section 233(1)(c) of Companies Act, 2013 and in the said circumstances, have filed the current petition for the approval of the Scheme under Section 230 - 232 of the Companies Act, 2013. 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 Composite Scheme of Arrangement, annexed as Annexure "E" with the Company Petitions as well as the prayer made therein - 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. Petition allowed.
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