TMI Blog2020 (1) TMI 1261X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme; there appears to be no impediment in sanctioning the present Scheme. Scheme sanctioned - application allowed. - CAA-85 (PB)/2019 - - - Dated:- 17-1-2020 - B.S.V. Prakash Kumar, Actg. (President) and Santanu Kumar Mohapatra, Member (T) For Appearing Parties: Videh Vaish, M.N. Haq, Akash, Tushar Gupta, Tania Sharma, Akshay Joshi and Amish Tondon, Advocates ORDER Santanu Kumar Mohapatra, Member (T) 1. This Joint petition has been filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... were dispensed with vide order dated 13.05.2019. 6. Thereafter, on 10.06.2019 the Petitioners were directed to carry out publication in the newspapers Business Standard (English, Delhi edition) and Business Standard (Hindi, Delhi edition). In addition to the public notice, notices were directed to be served on the Regional Director (Northern Region), Official Liquidator, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department and to the other relevant sectoral regulators. 7. It is seen from the records that the Petitioners have filed an affidavit dated 23.08.2019 affirming compliance of the order passed by the Tribunal dated 10.06.2019. A perusal of the affidavit discloses that the petitioners have effected the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate of final hearing. It is pertinent to mention here that the Department of Income Tax should have filed their response within 30 days from the date of receipt of such notice as per the provisions of sub-section 5 of Section 230 of the Companies Act, 2013, failing which it is provided in the said Section that it shall be presumed that the authority has no representation to be made in respect of the Scheme. Therefore, inference can be taken that the Department of Income Tax has no observation against the Scheme. 11. Be that as it may, in order to protect the interest of the Revenue it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fairness, justness and reasonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process. 16. 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. 17. It has also been affirmed in the petition that Scheme is in the interest of both the Transferor Companies and the transferee company including their shareholders, creditors, employees and all concerned. 18. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company; and iii. That all the liabilities and duties of both 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 iv. That all proceedings now pending by or against any of the Transferor Companies, be continued by or against the transferee company; and v. That all the employees of both the Transferor Companies, in service, on the date immediately preceding the date on which the scheme takes effect, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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