TMI Blog2021 (6) TMI 743X X X X Extracts X X X X X X X X Extracts X X X X ..... ted:- 16-6-2021 - Ajay Kumar Vatsavayi, Member (J) And Raghu Nayyar, Member (T) For the Appellant : Aman Bahri, Kritika Sharma, Aastha Ray, Advocates and Yogesh Putney, Senior Standing Counsel JUDGMENT Ajay Kumar Vatsavayi, Member (J) CA No. 116/2020: 1. The instant CA has been filed to place on record the RD RoC report along with the additional information being supplied by the Demerged Company in response to the Regional Director's letter dated 08.01.2020. In the circumstances, the documents attached with the present CA are taken on record and accordingly, CA No. 116/2020 stands disposed of. CA No. 117/2020: The instant CA has been filed to place on record the RD RoC report along with the additional information being supplied by the Resulting Company in response to the Regional Director's letter dated 08.01.2020. In the circumstances, the documents attached with the present CA are taken on record and accordingly, CA No. 117/2020 stands disposed of. CA No. 431/2020: The instant CA has been filed to place on record the list of appeals filed by the Demerged Company in respect to the demands being raised by the Income Tax Department in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 31.03.2019 and provisional statements as on 30.11.2019 of the Petitioner Companies have been annexed as Annexure P-10 and P-11 of the petition. 6. When the matter was listed on 05.12.2019, the following directions were issued:- The petition be listed for hearing on 12.02.2020. Notice of hearing be advertised in Times of India (English, Haryana Edition) and Dainik Tribune (Punjabi) both Punjab Chandigarh Edition not less than 10 days before the aforesaid date fixed for hearing. Notice be also served upon the Objector(s) or their representatives as contemplated under sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the petition and the annexures filed therewith at least 15 days before the date fixed for hearing. It be specified in the notices that the objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Official Liquidator, attached to High Court of Punjab Haryana are attached as Annexures P-18 (Colly) P-21 (Colly) of the above affidavits. 8. We have heard the Learned Counsel for the Petitioner Companies, Regional Director (Northern Region), Registrar of Companies, Official Liquidator and Income Tax Department and perused the records. 9. As per the Scheme, the appointed date means April 1, 2019 or such other date as may be fixed or approved by this Tribunal or any other appropriate authority. 10. Dr. Raj Singh, The Regional Director (RD), Northern Region, has filed its report vide Diary No. 1128 dated 18.06.2020. The Regional Director has mainly reiterated the contents of this petition in its report. It is also submitted that as per the report of Registrar of Companies (RoC), both the Petitioner Companies have filed their Annual Returns and Balance Sheet up to 2019. It is further submitted that no inspection or investigation or inquiry has been conducted in respect of the petitioner companies. 11. The Registrar of Companies (RoC) has filed also its report vide Diary No. 1128 dated 18.06.2020. It is reported that on the basis of the Scheme of Arrangement along with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... demands, if any, that may be found due/payable pursuant to the completion of the above stated proceedings/appeals. 15. The 'Scheme' also takes care of the staff and workmen. It is stated in clause 11 of the Scheme under the head Staff and Employees that upon the coming into effect of this Scheme, all the employees whether permanent or temporary engaged exclusively in relation to the Demerged Business Undertaking that were employed by Demerged Company, immediately before the Effective Date, shall become the employees of Resulting Company without any break or interruption of service and with the benefit of continuity of service on terms and conditions which are not less favourable than the terms and conditions as were applicable to such employees relating to the Demerged Business undertaking of Demerged Company immediately prior to the demerger of the Demerged Business undertaking. 16. Further, it is stated in clause 8 of the Scheme that upon the coming into effect of the Scheme, all legal or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company, under any statute, whether pending on the Appointe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners as well as the petitioners THIS TRIBUNAL DOES FURTHER ORDER: i) That all the properties, rights and powers of the Demerged Undertaking (as defined in Clause 1.5 of the Scheme) of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly, the same shall pursuant to sections 230 to 232 of the Companies Act, 2013, be transferred to and vested in the Resulting Company for all the estate and interest of the Demerged Undertaking of the Demerged Company but subject nevertheless to all charges now affecting the same; and ii) That all the liabilities and duties of the Demerged Undertaking (as defined in Clause 1.5 of the Scheme) of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly the same shall pursuant to Sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the R ..... 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