TaxTMI 
TaxTMI 
2020 (10) TMI 171
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....ite Scheme of Amalgamation (hereinafter referred to as "Scheme", as contemplated between the above companies, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013( for brevity 'the Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') and the said Scheme is also annexed as Annexure "A9" in the Company Petition. 2. The Registered Offices of both the Companies are situated in the State of Tamil Nadu and fall within the jurisdiction of this Tribunal. 3. From the records, it is seen that in the First Motion Application filed before this Tribunal vide CA/654/CAA/2019 wherein the Transferee Company has sought for convening the meeting of the S....
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....n, Chennai, on 23.07.2019 (ii) Registrar of Companies Chennai on 22.07.2019 (iii) Assessing Officer, Income Tax Department on 31.07.2019 (iv) Official Liquidator, Chennai on 22.07.2019, in compliance with the directions passed by this Tribunal and in proof of the same acknowledgements/receipts have also been enclosed. Pursuant thereto, this Tribunal, upon perusal of the Scheme, by its order dated 05.12.2019, directed the Petitioner Company to serve notice to other sectoral regulators viz. (i) Reserve Bank of India, (ii) Civil Aviation Department and (iii) Customs Department and the Petitioner Companies have filed the affidavit of service dated 20.01.2020 and had made compliance with the order dated 05.12.2019. 6. The Regional Director, (fo....
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....ccountants, the Official Liquidator has also sought to fix the remuneration payable to the Auditor who has investigated into the affairs of the Transferor Company and this Tribunal vide its order dated 25.09.2019 has directed the Transferor Company to pay a fees of Rs. 50,000/- to the office of the OL, within one week for payment of the same to the Chartered Accountant who has prepared the Report. 10. Despite notice being served, there is no representation from the Department of Income Tax, Civil Aviation or from RBI. The Learned Counsel for the Petitioner Companies referred to Clause 6 of the Scheme and stated that all legal proceedings of whatsoever nature by or against the Transferor Company shall be continued and enforced by the Transf....
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....ner 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 against the petitioner companies for oppression or mismanagement have been filed before this Hon'ble Tribunal or the erstwhile Company Law Board. 14. Eventhough none appeared on behalf of the Ministry of Civil Aviation to whom notice was issued, the Learned Counsel for the Petitioner Companies place on record a letter received from the Ministry of Civil Aviation, Ref: AV.14015/10/2000-AT1 dated 15.01.2020, wherein it has been stated that as per para 10.4. of CAR, prior permission from Ministry of Civil Aviation shall be required for (a) change in name of th....
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....albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 19. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. THIS TRIBUNAL DO FURTHER ORDER (i) That all properties, right and interest of the Transferor Company shall pursuant to section 232 (3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested....