TMI Blog2020 (10) TMI 171X X X X Extracts X X X X X X X X Extracts X X X X ..... equisite sanction and approval from the Ministry of Civil Aviation in accordance with the prescribed guidelines. 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 (other than the one which is mentioned in para 15), this Tribunal, subject to para 16, sanctions the Scheme of Amalgamation, which are annexed as Annexure A9 with the Company Petition as well as the prayer made therein - the scheme is approved. - CP/975/CAA/2019 in CA/654/CAA/2019 - - - Dated:- 14-2-2020 - R. Varadharajan, Member (J) And Anil Kumar B., Member (T) For the Appellant : N. Ramanathan, PCS and B. Palani, Authorized Representative ORDER ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Companies have filed these petitions for sanction of the 'Scheme' before this Tribunal. Directions were issued vide order dated 18.07.2019 in relation to the notice to the Statutory / Regulatory Authorities as well as for paper publication in Business Standard (Tamil Nadu Edition) in English and Maalai Murasu , (Tamil Nadu edition) in Tamil and pursuant to the same notices have been served to the Regional Director, RoC, Chennai, Official Liquidator, the Income Tax Department and other regulatory authorities. 5. It is seen from the records that the Petitioner Companies have filed affidavit of service on 10.10.2019 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in filing the statutory returns and there is no prosecution filed, no complaints pending and no inspection / investigation has been ordered / pending in respect of both the companies. Thus, after examining the Scheme, the RD has decided not to make any objection to the Scheme. 7. The Official Liquidator has filed his report on 12.09.2019, and has stated that the affairs of the Transferor Company was not conducted in a manner prejudicial to the interest of its members, or creditors or to the public, as per the provisions of the Companies Act, 1956/ Companies Act 2013, whichever is applicable. 8. The Chartered Accountant appointed by the Official Liquidator verified the books of accounts of the Transferor Company and has not made any ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in RE: Vodafone Essar Gujarat Limited v. Department of Income Tax (2013) 353 ITR 222 (Guj) and the same being also affirmed by the Hon'ble Supreme Court and as reported in (2016) 66 taxmann.com. 374(SC) from which it is seen that at the time of declining the SLPs filed by the revenue, however stating to the following effect vide its order dated April 15, 2015 that the Department is entitled to take out appropriate proceedings for recovery of any statutory dues from the transferor or transferee or any other person who is liable for payment of such tax dues the said protection be afforded is granted. With the above observations, the petition stands allowed and the scheme of amalgamation is sanctioned. 12. The Petitioner Companies have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Civil Aviation is required to be obtained before sanction of the Scheme by this Tribunal. In the present case, the petitioner company has not placed on record the requisite approval, if any, obtained from the Ministry of Civil Aviation. 16. Thus, taking in consideration of the said factum, the approval of the Scheme by this Tribunal is conditional upon the requisite sanction and approval from the Ministry of Civil Aviation in accordance with the prescribed guidelines. 17. 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 (other than the one which is mentioned in para 15), this Tribunal, subject to para 16, sanctions th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . (iii) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company. (iv) That all the employees of the Transferor Company in service on date immediately preceding the date on which the Scheme finally take effect shall become the employees of the Transferee Company without any break or interruption in their service. (v) That the Transferee Company shall not issue or allot any share to the Shareholders of the Transferor Company as the Transferor Company is a wholly owned subsidiary of the Transferee Company and in consequence thereof the shares of the Transferor Company held by the Transferee Company shall stand cancelled. (vi) That the Appointed date for the Scheme shal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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