TMI Blog2020 (1) TMI 1246X X X X Extracts X X X X X X X X Extracts X X X X ..... e interest of the transferor company and the transferee company including their shareholders, creditors, employees and all concerned. Certificates of respective Statutory auditors of the both the petitioner companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Arrangement is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. Thus, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Business Standard' (English, Delhi Edition) as well as in Hindi Daily 'Business Standard' (Hindi, Delhi Edition). In addition thereto notices were directed to be served on the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator, the Income Tax Department and to the other relevant sectoral regulators. 3. It is seen from the records that the Petitioners have filed an affidavit affirming compliance of the order passed by the Tribunal. A perusal of the Affidavit discloses that the petitioners have effected the newspaper publication on 16.11.2019 as directed in relation to the date of hearing of the petition. Further, the affidavit also discloses that copies of petition were d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ear 2014-15 has been pending. 8. The petitioner companies have filed a rejoinder affidavit dated 13.12.2019 wherein following submission has been made: S. No. Particulars Amount Remark 1. Income Tax Demand for the Assessment Year 2014-15 12,78,289/- Demand raised by the Income Tax Department has been set aside by the CIT (Appeals) vide order dated 15.07.2019. It is further submitted by the petitioner company that there is no pending Income Tax demand against the Transferor Company as on the date of the same affidavit. Any liability which may arise in future aga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... asonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process. ' 13. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 14. It has also been affirmed in the petition that the Scheme is in the interest of the transferor company and the transferee company including their shareholders, creditors, employees and all concerned. 15. Certificates of respective Statutory auditors of the both the petitioner companies have been placed on record to the effect that Accounting Treatme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 21. THIS TRIBUNAL DO FURTHER ORDER 1. The Transferor Companies shall stand dissolved without following the process of winding-up; and 2. That all the property, rights and powers of all the Transferor Companies, be transferred without further act or deed, to the transferee company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company. 3. That all the liabilities and duties of all the Transferor Companies, be transferred without further act or deed, to the transferee company and accordingly the same shall, pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the transferee company; and 4. That all proceedings ..... X X X X Extracts X X X X X X X X Extracts X X X X
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