JUDGMENT 1. - This Company petition has been filed by the petitioner Divine Heritage Hotels Private Limited (Transferor Company) seeking sanction of the scheme of amalgamation and arrangement with Mahindra Holidays & Resorts India Limited (Transferee Company) filed under Sections 391(2)-394 of the Companies Act, 1956 (hereinafter 'the Act of 1956') read with Sections 52, 100 to 104 of the Act of 1956 so as to be binding on all its shareholders and creditors. 2. The petitioner Divine Heritage Hotels Private Limited (Transferor Company) with its registered office at No.24, 25 and 26 Mahindra Towers, Durga Vihar Colony, Tonk Road, Jaipur was registered on 23-1-2008. Its share capital as on 31-3-2015 was Rs.75,00,000/- having 7,50,000 equity shares of Rs.10/- each. Issued, subscribed and paid up share of the petitioner company was 70,00,000/- having 7,00,000 equity shares of Rs.10/- each. There is no change in the capital structure. 3. The authorised share capital of the Mahindra Holidays & Resorts India Limited (Transferee Company) as on 31-3-2015 was 1,00,00,00,000 having 10,00,00,000 equity shares of Rs.10/- each. Issued, subscribed and paid up share capital was Rs.88,02,62,510/- having 88,780,856 equity shares of Rs.10/- each. There is no change in the capital structure of the transferee company. The scheme is annexed with this petition as Annexure-1. 4. The Board of Directors of the petitioner Divine Heritage Hotels Private Limited (Transferor Company) in its meeting on 22-1-2015 has approved the scheme of amalgamation and arrangement with Mahindra Holidays & Resorts India Limited (Transferee Company). A copy of the same has been annexed herewith as Annexure-6. The Board of directors of Mahindra Holidays & Resorts India Limited (Transferee Company) have approved the scheme in its meeting of 22-1-2015. A copy of the same has been enclosed herewith as Annexure-7. 5. Meeting of the equity shareholders and unsecured creditors for holding the meeting was dispensed with by this court vide order dated 3-7-2015 in SB Company Application No.22/2015 as they had approved and confirmed the scheme of amalgamation as evident from their consent in writing annexed with the fist motion. There was no secured creditor of the transferor company. 6. Hence this petition on second motion seeking approval of the scheme of amalgamation under consideration. 7. There was no secured creditor of the transferor company. 6. Hence this petition on second motion seeking approval of the scheme of amalgamation under consideration. 7. Notice were issued by this court 31-7-2015 to the Regional Director, North Western Region, Ministry of Corporate Affairs Ahemdabad and the Official liquidator attached to this court with further directions to publish the same in two daily news papers i.e. Rajasthan Patrika Jaipur Edition and financial Express Delhi Edition. This was so done on 26-8-2015. Copies of the notices published have been filed before this court. Despite that no one has appeared to object to the scheme of amalgamation. 8. The Official liquidator attached this Court has filed his report on 8-2- 2016, which discloses no objection to the scheme of amalgamation as approved and adopted in the meeting of shareholders and creditors of which sanction was sought from this court. The Regional Director in his affidavit filed on 20-11-2015 has submitted that the Income Tax Department vide letter dated 7-10-2015 has intimated that there is a demand of outstanding of Rs.25.79 lacs along with interest under Section 220(2) of the Income Tax Act, for assessment year 2009-10 against the transferor company Divine Heritage Hotels Private Limited. It has been further stated in the Regional Director's affidavit that non permanent employees of the petitioner transferor company Divine Heritage Hotels Private Limited ought to have been conferred the status of employees in the transferee company, which has not been done. 9. Heard and considered the submissions made by the counsel for the petitioner, the Regional Director, Ministry of Corporate Affairs as well as the Official Liquidator and examined the material placed on record. 10. In my considered opinion none of the aforesaid objections brought on record by the Regional Director have any bearing on the sanction of the scheme of amalgamation by this court. For one, the scheme of amalgamation as adopted and approved by the shareholders and creditors of the transferor company and the other amalgamated company provides that all liabilities of the transferor company will accrue to the transferee company and so will it be with regard to any income tax liability, if any. It is directed that the transferee company shall be liable for all tax liabilities of the transferor company including towards income taxes for the year 2009-10, if so established. It is directed that the transferee company shall be liable for all tax liabilities of the transferor company including towards income taxes for the year 2009-10, if so established. The issue with regard to status of the non-permanent employees of the transferor company in the transferee company is a matter, which in my considered opinion is not relevant for this court on the say of the Regional Director as none of the employees of the transferor company has approached this court despite publication of notice regarding this petition for sanction of the scheme. 11. The scope of the Company Court sitting over an application for sanctioning a scheme of amalgamation on an application under sections 391 to 394 of the Act of 1956 is supervisory in nature and limited to ensuring that in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, following notices on the second motion under Sections 391 to 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income Tax clearance to the amalgamation of the transferor company and not of any outstanding liability, to my mind, is a matter which does not directly flow from the language of section 391 of the Act of 1956-no allegation of evasion or even avoidance of tax liability to the statutory provision of Section 391-394 of the Act of 1956 has even been made. Income Tax liability is a matter distinct from manner of carrying out of business. Income Tax liability would hold as per law both for the period prior to the sanction of the scheme and thereafter and transferee company is under the scheme liable therefor, if any, to the account of the transferee company. 12. Having mined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed. 13. Consequently, the company petition is allowed. 12. Having mined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed. 13. Consequently, the company petition is allowed. This Court does hereby sanction the scheme of amalgamation set forth in Annexure-1 appended to the Company Petition and does hereby declare the same to be binding on creditors and equity shareholders of the Divine Heritage Hotels Private Limited (Transferor Company) and Mahindra Holidays & Resorts India Limited (Transferee Company). 14. The parties to the amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the amalgamation scheme sanctioned under this order. 15. The order in prescribed Form No.42 be issued separately by the Registrar as per Rule 84 of Companies (Court) Rules, 1959. 16. The said companies may file with the Registrar of Companies a certified copy of this order within fourteen days. The Official Liquidator shall be entitled to Rs.40,000/- each from the Transferor and Transferee Companies towards miscellaneous expenses. *******