TMI Blog2020 (12) TMI 1291X X X X Extracts X X X X X X X X Extracts X X X X ..... r jointly referred to as the petitioner-companies ) for seeking the sanction of scheme of amalgamation of M/s. Mamata Extrusion Systems P. Ltd. ( the transferor company ) with M/s. Mamata Machinery P. Ltd. ( the transferee company ), with effect from the appointed date, i. e., April 1, 2019 subject to any directions/order of the Tribunal in this regard. 2. By the proposed scheme, the entire business of the transferor company, along with all its rights and obligations as per the scheme, 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 sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad with rule 15 of the Companies Rules on September 3, 2020. 9. The present petition was admitted by this Tribunal vide order dated September 15, 2020 and directed the applicant-companies to serve the notice of hearing to (i) the Central Government through Regional Director, N. W. Region, (ii) the concerned Registrar of Companies, (iii) the official liquidator, and (iv) the concerned Income-tax authority. Further, this Tribunal also directed to publish the notice of hearing in two newspapers, one in vernacular 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 l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from the Registrar of Companies, there are no other complaints against the petitioner-companies and the same has also been confirmed by the petitioner- companies. 15. In compliance with the proviso to clause (e) of sub-section (7) of section 230 of the Companies Act, 2013, certificate from the statutory auditors of the petitioner-companies M/s. Dinesh R. Shah and Co., dated February 18, 2020 confirms that the accounting treatment as proposed under the scheme are in conformity with the Accounting Standards prescribed under section 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 f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame (other than (here set out any charges which by virtue of the compromise or arrangement are to cease to have effect)). (iv) 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 section 232 of the Act, be transferred to and become the liabilities and duties of the transferee company. (v) All proceedings now pending by or against the transferor company be continued by or against the transferee company. (vi) The petitioner-companies 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 de ..... X X X X Extracts X X X X X X X X Extracts X X X X
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