TMI Blog2020 (12) TMI 761X X X X Extracts X X X X X X X X Extracts X X X X ..... RoC : Pooja Singh, JTA for Roc For the IT : Prateek Kedawat, Adv., For R. B Mathur, Senior Standing Counsel, For Income Tax Department ORDER This joint Second Motion Petition under Sections 230 232 of the Companies Act, 2013 ('Act') filed by the Petitioner Companies in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ('Rules') for the sanction of Scheme of Amalgamation of Four Seasons Restaurant Private Limited ('Transferor Company No. 1') and Four Seasons Trails Private Limited ('Transferor Company No. 2'), both being referred to as 'Transferor Companies', with Pinky Forex Tours and Travels Private Limited ('Transferee Company'). The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. From the records, it is seen that the first motion Application seeking directions for dispensing with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies was filed before this Tribunal on 02.12.2019 vide CA (CAA) No. 314/230/JPR/2019 and based on such joint Application moved under Sections 230-232 of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion Commission of India along with copy of this Petition by Speed Post/Hand Delivery immediately and to such other Sectoral Regulator(s) who may govern the working of the respective companies involved in the 'Scheme . (v) The Petitioner Companies shall at least 7 days before the date of hearing of the petition, file an affidavit of service regarding paper publication as well as service of notices on the authorities specified above including the Sectoral Regulator (s) as well as to objectors, if any, (vi) Registry shall also report before the date fixed as to whether any objection has been received to the proposed Scheme . 6. The Petitioner Companies filed compliance affidavits vide Diary No. 552/2020 dated 03.06.2020 along with copies of the newspaper publications and copies of proof of service of notice to the statutory authorities. On perusal of the record, it is found that repeated notice has been issued to the Income Tax Department as well as its Standing Counsel, Mr. R.B Mathur. Despite that no report has been filed. However, at the time of the hearing of the matter, the counsel for the Income Tax Department submitted that there is no objection to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... malgamation till date. A joint affidavit of the authorized representatives of all the Petitioner Companies in this regard have been filed vide Diary No. 643/2020 dated 19.10.2020. 11. The Petitioner Companies have already submitted at the first motion stage that no investigation proceedings are pending against the applicant companies. 12. In compliance of the proviso to sub-section (7) of Section 230 of the Companies Act, 2013, the Petitioner Companies have placed on record the certificate of the Chartered Accountant dated 23.10.2019 at Annexure- 16 of the petition, confirming that the accounting treatment envisaged under the Scheme of Arrangement is in compliance with the applicable accounting standards notified by the Central Government under Section 133 of the Companies Act, 2013. Also, in compliance of order dated 05.11.2020, the Petitioner Companies have also filed copy of provisional financial statements as on 30.06.2020 vide diary no. 774/2020 dated 13.11.2020. 13. Having heard learned counsel for the petitioners and perused documents placed on record, and also considering the approval accorded by the members and creditors of the Petitioner Companies to the propos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame shall be available to the Transferee Company III. That all the liabilities and duties of the Transferor Companies be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Sections 230 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company. IV. All contracts, agreements, undertakings, insurance policies, bonds and all other instruments of whatsoever nature or description, of the Transferor Companies which are subsisting or having effect immediately before the Effective Date as per the Scheme, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto / thereunder. V. All taxes paid or payable by the Transferor Companies and all existing and future incentives, un-availed credits and exemptions, benefit of carried forward losses and other statutory benefits, to which the Transferor Companies are entitled to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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