TMI Blog2021 (5) TMI 500X X X X Extracts X X X X X X X X Extracts X X X X ..... ference/Equity Shareholders, and Secured/Unsecured Creditors of the Transferor and Transferee Companies and the second motion petition was filed before this Tribunal by the Petitioner Companies on 06.11.2019 for sanction of the Scheme of Amalgamation as contemplated between the Petitioner Companies. It is seen from the records that the Petitioner Companies have filed affidavits of service via email to the Registry of this Tribunal on 18.09.2020 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same discloses that the Petitioner Companies have effected the paper publication as directed by the Tribunal in one issue of News Today (Chennai Edition) in English and Dhinamani (Chennai Edition) in Tamil on 20.06.2020. Further notices have been also served to (i) The Regional Director, Southern Region, Chennai on 11.06.2020 (ii) Registrar of Companies, Chennai on 11.06.2020 (iii) Income Tax Authorities on 11.06.2020 (iv) Official Liquidator, Chennai on 11.06.2020 and proof of the same acknowledgements/receipts have also been enclosed. The Petitioner Companies have filed the certificate of the Independent Statutory Auditor in rela ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... contemplated between the Petitioner Companies. 3. In the second motion Petition filed before this Tribunal vide order dated 08.06.2020 notice was ordered in relation to the Statutory/Regulatory Authorities as well as for paper publication to be effected in News Today (Chennai Edition) in English and Dhinamani (Chennai 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 to such other regulatory authorities to whom notices are required to be given by the Petitioner Companies. 4. It is seen from the records that the Petitioner Companies have filed affidavits of service via email to the Registry of this Tribunal on 18.09.2020 in relation to the compliance of the order passed by the Tribunal as noted above and a perusal of the same discloses that the Petitioner Companies have effected the paper publication as directed by the Tribunal in one issue of News Today (Chennai Edition) in English and Dhinamani (Chennai Edition) in Tamil on 20.06.2020. Further notices have been also served to (i) The Regional Director, Southern Region, Chennai on 11.06.2020 (ii) Registrar of C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Association/Articles of Association factoring the merger of the authorized capital with the Registrar of Companies and also undertake to make payment of the differential authorized capital fee on account of merger of authorized capital. 7. The Official Liquidator, to whom the notice was issued in the first motion stage itself, has filed his report on 20.12.2019, and has stated in para 4 that the affairs of the Transferor Company were not conducted in a manner prejudicial to the interest of its members, or creditors or to the public. 8. The Chartered Accountant appointed by the Official Liquidator has filed the report and observed as follows; The Company maintained the Statutory Books/Registers as required under the Provisions of the Companies Act. The Company has not accepted/invited Deposits from Public to which the Provisions of section of the Companies Act of 2013 and the Companies Acceptances of Deposits Rules made there under would apply. On inspection of Records at the Office of Registrar of Companies, Tamil Nadu, Chennai and in MCA 21 portal there were no complaints on file against the Management on the affairs of the Transferor Company. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny 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. A similar entitlement is granted to the IT Department if any tax is found due. 13. The Petitioner companies have submitted that no investigation proceedings are pending against them under the provisions of the Companies Act, 1956 or the Companies Act, 2013 and no proceedings are pending against the petitioner companies under Section 235 to 251 of the Companies Act, 2013 or under relevant provision of the Companies Act, 1956. 14. 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, this Tribunal, sanctions the Scheme of Amalgamation, annexed as Annexure A4 with the Company Petitions as well as the prayer made therein. 15. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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