2019 (12) TMI 1401

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....ompanies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Arrangement. The copy of the Scheme has been placed on record. 2. A perusal of the petition that initially the First Motion application seeking directions for convening/dispensing with the meetings of Shareholders and Creditors was filed before this bench and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, this Tribunal vide its first motion order dated 23.05.2019 has dispense with the requirement of convening all the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Transferor Company and of the Transferee Comp....

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....he proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 6. The Income Tax Department has filed its report wherein no material objection has been raised by the department in relation to the approval of the proposed Scheme. 7. Certificates of respective Statutory auditors of both 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 A....

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....ned. 12. 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 affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme. 13. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 14. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 15. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction gr....