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2020 (12) TMI 500 - Tri - Companies LawApproval of Scheme of Arrangement - Sections 230 to 232 of the Companies Act, 2013, and other applicable Provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- From a perusal of the material brought on record, it appears that the Scheme of Arrangement is fair, reasonable and is not detrimental to the Members or Creditors. The Scheme has not been opposed by the RD. As per the ROC, there are no prosecutions, complaints, technical scrutiny/ inspections pending against the Petitioner Companies. Further, as per the Petition, the Scheme in question will enable a focussed and concentrated approach; maximize opportunities for strategic partnership; help in fundraising and future growth; help in expansion and take advantage of market opportunities; induct new investors and reorganise its capital structure etc. Hence, the Scheme appears to have been framed for commercial expediency and in the interest of the Petitioner Companies and all stakeholders. A Scheme of Arrangement proposed by a Company for commercial expediency and in its commercial wisdom cannot ordinarily be interfered with and has to be sanctioned if the relevant provisions of the Companies Act, 2013 are met and no prejudice is caused to any of the stakeholders. The Board of Directors of the both Demerged as well as the Transferee Company have in their respective meeting held on 16.09.2020 approved and adopted the Scheme of Arrangement. The other requisite stakeholders have given their consent. However, it is a settled position of law that any sanction to a Scheme of Arrangement under the extant provisions of Companies Act, does not imply waiver of any liability or legal action for violation of the provisions of any Statute or the Rules made thereunder, or to prevent any statutory authority from initiating action for any such violation. The procedure specified in sub-sections (1) and (2) of Section 232 of the Companies Act, 2013 has been complied with, and hence the Scheme of Arrangement, as approved by the Boards of the Petitioner Companies, can be sanctioned - Application allowed.
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