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2020 (11) TMI 59 - Tri - Companies LawApproval of Scheme of Amalgamation - Sections 230, 232 and other applicable provisions of the Companies Act, 2013 R/w Rule 3 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rules 11, 23 and 34 of the National Company Law Tribunal Rules, 2016 - HELD THAT:- It is a settled position of law that any Scheme of Arrangement or Amalgamation, under the extant provisions of Companies Act, would not contemplate to waive any liability or legal action for any violation of provisions of Companies Act, so as to prevent Statutory Authorities from initiating any action against violation of provisions of Companies Act, in respect of the Companies involved, in accordance with law. In the instant case, the Transferee Company would hold all such responsibilities. With reference to various observations made by the Statutory Authorities, as briefly detailed supra, they are at liberty to initiate appropriate legal action against the Companies, for any violation of any provisions of Law. The Tribunal, in the instant proceedings, cannot examine the alleged violations by Applicant Company, since the issue here is only sanction of the Scheme, subject to compliance of extant provisions of Companies Act and to make them to comply all terms and conditions as mentioned in the proposed Scheme in question, and other consequential actions, after sanction of the Scheme. By perusal of instant Scheme of Amalgamation of the Companies involved here, the Scheme in question is comprehensive one complying with the provisions of Sections 230 to 232 of the Companies Act, 2013 and the Rules made thereunder and the Petition Application is filed in accordance with law - the scheme is sanctioned.
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