TaxTMI 
TaxTMI 
2021 (12) TMI 1157
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....the Transferor Companies and Transferee Company under Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 for the purpose of the approval of the Scheme of Amalgamation (hereinafter referred to as 'Scheme' for brevity), as contemplated between the Companies, its Shareholders and Creditors. The copy of the Scheme has been placed on record. The details of the Companies proposed to be amalgamated, as placed on record, are given in the following paragraphs. 2. Dakshneshwar Infrastructure Private Limited, (hereinafter referred to as "Petitioner-1/Transferor Company-1") was incorporated on the 30.01.2008 under the provisions of the erstwhile Companies Act, 1956 as a ....
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....lhi-110028 with CIN number U64201DL2008PTC182242. 7. India Mobility Research Private Limited, (hereinafter referred to as "Petitioner-6"/"Transferor Company-6") was incorporated on the 16.10.2008 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at A-60, Naraina Industrial Area, Phase-1, New Delhi-110028 with CIN number U64201DL2008PTC184310. 8. NMG Projects Private Limited, (hereinafter referred to as "Petitioner-7/"Transferor Company-7") was incorporated on the 05.03.2008 under the provisions of the erstwhile Companies Act, 1956 as a private company having its registered office at A-60, Naraina Industrial Area, Phase-1, New Delhi-110028 with CIN number U45200DL2008PTC174920. ....
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....ner Companies for seeking directions for dispensing with the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of all the Companies. This Tribunal, in the First Motion Application bearing No. CA(CAA) No. 127 (ND) 2019, vide Order dated 03.02.2020 dispensed with the requirement of convening the meetings of the equity shareholders and unsecured creditors of all applicant companies. 14. Subsequent to the order of dispensation of meetings in relation to all the petitioner companies the Second Motion petition was moved by the Petitioner Companies in connection with the scheme of Amalgamation for issuance of notices to the Central Government, Registrar of Companies NCT of Delhi 85 Haryana, Regional Director (Northern Re....
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....egional Director has filed its report dated 03.05.2021 in which it has been stated that they have no objections to the proposed Scheme and the same may be decided on merits as deemed fit and proper. 19. The learned counsel appearing for Income Tax Department on 03.12:2020 that they don't have any objection for approval of scheme. Which is evident from the order dated 30.12.2020. However, in order to protect the interest of tax revenue, it is made clear that there shall be no impediment on the power and jurisdiction of the Income Tax Department in recovery of pending Income Tax dues, penalties etc., if any, as provided in the law. 20. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or inve....
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....nterest compromised in the process." 24. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. It has also been affirmed in the petition that the Scheme is in the interest of both the transferor companies and also the transferee company including their shareholders, creditors, employees and all concerned. The petitioner companies have also filed affidavit on 27.02.2020 confirming that no objection has been received against the Scheme from any party or from any person interested in the Scheme in any manner. 25. In view of the foregoing, upon ....
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....l the Transferor Companies shall stand dissolved without following the process of winding-up; and ii. All the property, rights and powers of all 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. iii. All the liabilities and duties of all 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 Act, be transferred to and become the liabilities and duties of the transferee company; and iv. All proceedings now pending by or against any o....