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TMI Blog2019 (8) TMI 1575X X X X Extracts X X X X X X X X Extracts X X X X ..... lgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme") has been placed on record. 2. The "Transferor Company", SPI Cinemas Private Limited was incorporated on 30.09.1991 under the provisions of companies Act 1956, having its registered office situated at 61, Basant Lok, Vasant Vihar, New Delhi. 3. The "Transferee Company", PVR Limited was incorporated on 26.04.1995 under the provisions of companies Act 1956, having its registered office situated at 61, Basant Lok, Vasant Vihar, New Delhi. 4. It is seen from the records that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n affidavit dated 18.06.2019 affirming compliance of the order passed by the Tribunal dated 08.05.2019. A perusal of the affidavit discloses that the petitioners have affected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 11.06.2019 as well as in 'Business Standard' Hindi edition again on 11.06.2019 in relation to the date of hearing of the petition. 7. Additionally, it is also confirmed in the same affidavit that copies of petition have been duly served to the Registrar of Companies, Regional Director, Northern Region, Official Liquidator and Income Tax Department in compliance of the order and in proof of the same acknowledgement made by the respective offices have also b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 12. The Department of Income Tax has also filed its report in respect of both the petitioner companies dated 30.01.2019 wherein it is stated that the they have no objection against approval of the Scheme subject to protection of the interest of the Revenue. 13. Therefore, 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 penalties etc. as provided in law. 14. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 19. The petitioner companies have also filed affidavit on 06.07.2019 confirming that no objection has been received against the Scheme from any party or from any person interested in the Scheme in any manner. 20. 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. 21. In view of the foregoing, upon considering the approval accorded by the members a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company. iii. That all the liabilities and duties of the Transferor Company, 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 the Transferor Company, be continued by or against the transferee company; and v. That all the employees of the Transferor Company in service, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date shall become the employees o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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