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TMI Blog2020 (12) TMI 1291X X X X Extracts X X X X X X X X Extracts X X X X ..... shall, without any further act or deed be transferred to and vested in the transferee company. 3. The petitioner-companies had filed application before this Tribunal bearing C. A. (CAA) Nos. 31 and 32/230-232/NCLT/AHM/2020 for seeking the dispensation of meetings of the equity shareholders and convening and holding of the meeting of secured creditors and unsecured creditors of both the petitioner-companies. 4. This Tribunal did not allow the prayer of dispensation of the meetings of secured creditors of both the petitioner-companies in C. A. (CAA) Nos. 31 and 32 of 2020 vide order dated July 10, 2020 as the consent letters placed on record were not by way of affidavit as provided under section 230(9) of the Act. However, this Tribunal directed to the petitioner-companies for convening the meetings of secured creditors of the petitioner-companies which were convened and held as per the direction of this Tribunal. Further, the meeting of unsecured creditors of the petitioner-companies were also convened and held as per the directions by this Tribunal. 5. In compliance to the order dated July 10, 2020 a copy of explanatory statement is required pursuant to section 102 of the Act re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ernacular language Jay Hind (Gujarati edition) and in another English language Business Standard (English edition). 10. In compliance with order dated September 15, 2020 passed by this Tribunal, the petitioner-companies served notices to all the statutory authorities, viz., (i) the Central Government through the Regional Director, North-West Region on October 1, 2020, and (ii) the concerned Registrar of Companies, on October 1, 2020 and, to (iii) the official liquidator as well as to (iv) the concerned Income-tax authorities on September 28, 2020. A proof of service as well as publication report has been filed by the petitioner-companies on November 3, 2020. 11. The official liquidator filed the report on October 12, 2020 in respect of proposed scheme of amalgamation, wherein, no adverse observations were made. Further, the official liquidator has observed in its report that the transferor company is not registered with the RBI as NBFC. 12. The Regional Director (North-West Region) and the Registrar of Companies filed a common report on September 21, 2020 and made the following observations : (i) The first observation made by the Regional Director in regard to the payment of s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 133 of the Companies Act, 2013. 16. Thus, in light of the above, this Bench is of the view that the observation(s) made by the Regional Director and official liquidator stands satisfied. 17. No representation/observation(s) has been received from the income- tax. 18. The Registrar of Companies, Ahmedabad, Gujarat, in its report has stated that there are no complaint(s) pending against any of the petitioner- companies under Chapter XIV of the Act or under the corresponding provisions under sections 210 to 226 of the Companies Act, 1956 as well as sections 235 to 251 of the Companies Act, 2013. It is also stated that if there is any deficiency found or violation committed of any enactment, statutory rules or regulations, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken in accordance with the law, against the concerned persons, directors and officials of the petitioners. 19. Further it is submitted by the petitioner-companies that no winding up proceedings have been filed or are pending against the petitioner-companies under the Companies Act, 2013 or the corresponding provisions of the Companies Act, 1956. 20. It has been submit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies shall, within thirty days of the date of the receipt of this order, cause a certified copy of this order to be delivered to the concerned Registrar of Companies for registration and on such certified copy being so delivered the transferor company shall be dissolved and the Registrar of Companies shall place all documents relating to the transferor company and registered with him on the file kept by him in relation to the transferee company and the files relating to the said companies shall be consolidated accordingly. (vii) The petitioner-transferor company, M/s. Mamata Extrusion Systems P. Ltd., has submitted the detailed description of assets and proper ties as per following details : Schedule (Mamata Extrusion System P. Ltd.) List of assets of transferor company to be transferred to Mamata Machinery P. Ltd. Part I A short description of the freehold property of the transferor company. Sl. No. Particular of property Area in sq. meters Brief description of location 1. Nil Part II A short description of the lease hold property of the transferor company Sl. No. Particular of property Area in sq. meters Brief description of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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