TaxTMI 
TaxTMI 
2020 (10) TMI 395
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....ements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Arrangement by way of Demerger. The copy of the Scheme has been placed on record. 2. A perusal of the petition revels that initially the First Motion application seeking directions for convening/dispensing with the meetings of Shareholders and Creditors was filed before this bench bearing CA (CAA) No. 109(ND) 2019 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, the meetings of Equity Shareholders and secured Creditors of the demerged company and shareholders, Secured and Unsecured Creditor of resulting company were dispensed with, vide order dated 21.08.2019....
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.... against the approval of the scheme of arrangement subject to the protection of revenue. 6. It is therefore clarified that in order to protect the interest of the Revenue it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided in law. 7. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending against the Petitioner Companies. 8. Certificates of respective Statutory auditors of both the petitioner companies have been placed on record to the effect that Acc....
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....the Rules. 12. It has also been affirmed in the petition that the Scheme is in the interest of both the companies including their shareholders, creditors, employees and all concerned. 13. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report filed by Income Tax Department and also as no objection from any quarter against the Scheme has been received; there appears to be no impediment in sanctioning the present Scheme. 14. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 15.....
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....d accordingly the same shall pursuant to Section 232 of the Act, be transferred to and become the liabilities and duties of the Resulting Company; and 3. No proceedings are pending by or against the Demerged company in respect of the demerged undertaking be continued by or against the Resulting Company; and 4. That all proceedings now pending by or against the Demerged Company in respect of the demerged undertaking by continued by or against the Resulting Company; and 5. That all the employees of the Demerged Company in respect of the demerged undertaking in Service, if any, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date shall become the employees of the Result....