TaxTMI 
TaxTMI 
2021 (6) TMI 938
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....is filed by the Petitioner Companies in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ('Rules') for the sanction of Scheme of Amalgamation of Jai Rupana Dham Powers Private Limited ('Transferor Company No. 1') and Jai Rupana Dham Roadlinks Private Limited (Transferor Company No. 2'), both being referred to as Transferor Companies', with Jai Rupana Dham Roadlines Private Limited (Transferee Company'). The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. From the records, it is seen that the first motion Application seeking directions for dispensing with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Pet....
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.... at least 30 days before the date fixed for hearing of the above petition. (iv) Further, notice shall also be served to objector(s) or to their representative (s) as contemplated under Sub-section (4) of Section 230 of the Act who may have made representation and who have desired to be heard in their representation along with a copy of the Petition and the annexures filed therewith at least 15 days before the date fixed for hearing. (v) The petitioner shall at least 7 days before the date of hearing of the petition, file an affidavit of service in relation to paper publication as well as service of notices on the Authorities specified above including the Sectoral Regulator (s) as well as to objectors, if any. (vi)....
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....orth Western Region, MCA to whom notice was issued has filed its observations on 14.02.2020 before this Tribunal and upon perusal of the same it is observed that the Regional Director has made the following observations: * The Petitioner Companies be directed to undertake compliance of Section 232(3)(a) of the Companies Act, 2013 and to pay fees accordingly. * The Petitioner Companies may please be directed to strictly comply with the requirements of Accounting Standard- 14 as per adopted method. * The Petitioner Companies be directed to pay amount of legal fees/cost to the Central Government which may be considered appropriate by this Hon'ble NCLT. * The Regional Director has no other observations/su....
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....cord, and also considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme and the affidavits/no objection filed by the respective regulatory authorities there appears to be no impediment in sanctioning the present Scheme Consequently, sanction is hereby granted to the Scheme under Section 230-232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law including, but not limited to, Section 232 (3) (a) and Accounting Standard 14 as pointed by the Regional Director. 10. Notwithstanding the above, if there is any deficiency found, or violation committed, qua any enactment, statutory rule or regulation, the s....
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....or Companies shall' stand transferred to and vested in the Transferee Company, without any further act or deed and shall be in full force and effect in favour of the Transferee Company, as if the same were originally given to, issued to or executed in favour of the Transferee Company. The Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. III. All the liabilities and duties of the Transferor Companies shall be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and become the....
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....aged by the Transferor Companies, as on the Effective Date. VIII. The Transferee Company shall, without further application, allot to the existing members of the Transferor Companies (Transferor Company No. 1 & 2) the quantum of shares of the Transferee Company to which they are entitled under the said Scheme of Amalgamation. IX. The fee, if any, paid by the Transferor Companies No. 1 & 2 on its/their authorized capital shall be set off against any fees payable by the Transferee Company on its authorized capital subsequent to the sanction of the Scheme. X. The Transferor Companies shall be dissolved without winding up and the Board of Directors and any committees thereof of the Transferor Companies shall without a....