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2019 (5) TMI 1891 - NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCHSanction of Scheme of Amalgamation - Sections 230 to 232 and Section 66 of the Companies Act, 2013 - HELD THAT:- The present position of law, while dealing with the provisions of Sections 230-232 and 66 of the Act is that if none of the shareholders are objecting for the proposed reduction, then after considering the merits of the case as also connected facts and circumstances such petition generally deserves to be admitted. It is also observed that while reducing the share capital, company can decide to extinguish some of its shares without dealing in the same manner as with all other shares of the same class. The company limited by shares is permitted to reduce the share capital in any manner, thereby a selective reduction is permissible within the framework of law. On the question of valuation as well, an observation was that valuation of shares is a technical matter, which requires considerable skill and experience. If the stakeholders are satisfied with the value, can approve the transaction of reduction of share capital which should not deemed to be inequitable or unfair transaction. The Regional Director, Northern Region, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator and Income Tax Department have not raised any objections to the proposed Scheme of Amalgamation. The learned counsel for the petitioner-companies has referred to clause 7.1 of the Scheme which provides that all legal proceedings pending by or against the Transferor Companies shall be continued by or against the Transferee Company and that clause 9.8 provides that all taxes paid or payable by the Transferor Companies shall be deem to be the corresponding item paid by the Transferee Company. The objections/observations to the Scheme received from RD and IT Department have been adequately replied by the Petitioner Companies and hence, there is no impediment in the sanction of the Scheme - the scheme is approved - application allowed.
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