TaxTMI 
TaxTMI 
TaxTMI 
2020 (10) TMI 69
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....rangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of between the Applicant Companies. The copy of the Scheme has been placed on record. 2) All the Transferor Companies as well as Transferee Company have their registered offices which lie within the jurisdiction of this Tribunal. 3) A persual of the petition discloses in relation to the First motion joint application filed by the petitioner companies involved in the Scheme of Amalgamation in Company Application No. CA(CAA) No. 138(ND) of 2019 that based on the representations made in the joint application and also taking into consideration the provisions of Section 230-232 of the Compan....
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....may kindly be directed to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013 in regard to fee payable on its revised authorized share capital". The Transferee Company vide diary no 071012134472019/3 have submitted an undertaking of affidavit with respect to compliance of Section 232(3) (B) (i) of the Companies Act, 2013. 6) The Official Liquidator, NCT of Delhi has filed his report in relation to Transferor Companies wherein no specific observation has been raised against the approval of the scheme. It is submitted in the report that the official liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Co....
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.... the intent of consolidating the business operations undertaken by the Transferor Companies and the Transferee Company, the said Companies now propose, by way of this Scheme to merge the Transferor Companies with the Transferee Company in accordance with the terms hereof. The Amalgamation of the Transferor Companies with the Transferee Company would inter-alia have the following benefits. (a) It would enable optimum utilization of the funds and resources. (b) It will provide the benefit of operational synergies to the combined entity, which can be put to the best advantage of the stakeholders. (c) Improved organizational capabilities and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast....
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....ct to the A.Y. 2012-13 to 2017-2018. iv. The valuation of shares has been done by Mr. Aayush Tibrewal(holding registration number IBBI/RV/02/2019/11356), a registered valuer under the Insolvency and Bankruptcy Board of India. v. That the assessment orders having already been passed in the ongoing proceedings, there is no question of hindrance now. That the Transferor Companies have maintained proper books of accounts which have been duly audited by the statutory auditor every year. The same has been stated in the audit report annexed alongwith. It is further stated in point 6 of part 2 of the scheme:- the Transferee Company undertakes that "all legal proceedings of whatsoever nature by or against the Transferor Companies pending and/o....
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....er submitted by the petitioner companies. Therefore this company cannot be a part of nor be associated with the present order of the ITAT. The Transferor Company No. 2 which is Elvina Real Estates Private Limited was incorporated on 20th December 2011 when the company was new in business. 11) Certificates of respective Statutory auditors of the Petitioner Companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 12) It has been also affirmed by the petitioner companies that the Scheme is in interest of the Transferor Companies....
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....without following the process of winding-up; and * That all the property rights and powers 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 Companies Act) 2013) be transferred to and vest in the Transferee Company. * 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 be in pursuant to Section 232 of the Act) be transferred to and become the liabilities and duties of the transferee company; and * That all proceedings now pending by or against the Transferor Companies, be continued by or against the transferee compa....