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2017 (9) TMI 2 - HC - Companies LawShifting of the registered office - scheme of amalgamation approved - Held that:- Once the Company Court has approved the scheme of amalgamation it has to be given effect to. Therefore, when the amalgamation is permitted as per the Company (incorporation) Rules 2014, it will be the registered office of the company which will have to be mentioned. The applicant company is required to meet with the deadline for filing income tax return and finalizing the assessment proceedings. It is also stated that non shifting of the registered office from the State of Gujarat to the State of Karnataka would cause serious prejudice and therefore, the present application has been filed. Therefore, the impugned order at Annexure-A, cannot be sustained in light of discussion made hereinabove and therefore, it deserves to be quashed and set aside. The only ground mentioned is that the Company Application Nos.79 to 81 of 2014 has been filed in the respective Company Petitions regarding the scheme for arrangement and amalgamation. However, as stated, once the review applications have been dismissed for default, there is no justification for not considering the application filed by the petitioner company under Section 13 of the Companies Act, 2013. The application as provided in the Act for shifting of the registered office and/or alteration of the memorandum has to allow as a necessary corollary. Therefore, the impugned communication/order at Annexure-A passed by the Deputy Director for Regional Director, dated 21.03.2017, office of the Regional Director, North-Western Region, Ahmedabad deserves to be quashed and set aside and accordingly set aside.
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