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2017 (4) TMI 131 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHISanction and approval of a Scheme of Arrangement - Held that:- In the instant case, as already pointed out, the Scheme which contemplates the action of buy back of shares exceeding the statutory prescribed maximum under Section 68 of 2013 Act by the Petitioner is inconsistent with the provisions of 2013 Act as compared to the repealed enactment, namely 1956 Act and hence the said action on the part of the Petitioner cannot be saved by this Tribunal by upholding the Scheme and sanctioning it. In effect it also makes the decision cited by Learned Counsel for the Petitioner inapplicable to the facts of the case in hand. Hence looking from any angle this Tribunal is perforce to apply the provisions of 2013 Act in considering the sanction of the Scheme and not as espoused by the Petitioner for the applicability of the 1956 Act A vested right has accrued to the petitioner which is sought to be taken away by repeal and subsequent enactment. The Petitioner, by virtue of Clause 20 of the Scheme as reproduced in the initial paragraphs of the instant order itself has made the Scheme conditional upon certain contingencies and compliances one being the sanction of the High Court, presently by this Tribunal, being fully aware of the contingencies and that the scheme hinges upon the statute and cannot exist independent of it. Taking into consideration the position of law presently in force, we are unable to sanction the Scheme in its present form annexed as Annexure 10 to the petition and for the reasons aforesaid the petition fails and the same is dismissed.
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