TMI Blog2018 (1) TMI 1410X X X X Extracts X X X X X X X X Extracts X X X X ..... and officials of the petitioners. While approving the scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, Income-tax, GST or other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. - Company Petition No. 689 of 2016 connected with Company Application No. CA (M) 77 of 2016. - - - Dated:- 8-1-2018 - M. M. Kumar C. J. (Retd) (President) And Ms. Deepa Krishan Technical Member For the Petitioner : Dr. U. K. Chaudhary, Senior Advocate, Rajeev Goel, Rohan Jaitley, Ajay Garg and Himanshu Vij For the objector : V. K. Bhatnagar, Anurag Bhatnagar, Mohit Jolly and Pranag Agarwala, For the Regional Director (NR)/Registrar of Companies, Delhi. : Manish Raj, Company Prosecutor ORDER M. M. KUMAR C. J. (RETD.) (PRESIDENT) - The petitioner-companies have filed instant petition for final disposal before us for the purpose of approval of the proposed scheme of amalgamation, between the companies above named and its shareholders by way of amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gram, Haryana). The said project is proposed to be demerged from the demerged company to the resulting company as part of the demerged undertaking. 5. Reply to the objection was filed and even rejoinder has been filed by the objectors. The objector is a JV partner and has requested not to be a part of demerger scheme. However, the parties have agreed to bury their differences and the objector is not to be a part of demerged company. In that regard, an affidavit dated September 5, 2017 has been filed, duly sworn in by one Mr. Bharat Bhushan Garg (PAN : AAXPG0721B), who is a company secretary. In the affidavit, it has been pointed out that the parties have amicably settled with the objectors in the larger interest of the ongoing project and that the applicant/petitioners have acceded to the request of the objectors. Accordingly, it has been agreed to exclude the aforesaid project- (Capital Tower, Gurugram) from the demerged undertaking and to retain the same in the demerged company-Emaar MGF Land Ltd. Pursuant to the settlement Capital Tower Project is now been retained by the demerged company and being excluded from the definition of the demerged undertaking, the reference of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In accordance with clause 24.2 of the scheme, any other part of the scheme which as a result of Capital Tower project now being retained in the demerged company requires modification to ensure compliance with section 2(19AA) of the Income-tax Act, shall also stand modified. In fact the affidavits on behalf of the demerged company and the resulting company in support of the revised/updated schedule of properties of the demerged undertaking of the demerged company proposed to be demerged into the resulting company has been placed on record. Objector-Statesman Another set of objections have been filed by the Statesman Ltd. On behalf of the objectors, Mr. J. S. Bakshi, learned counsel has raised the following arguments : The scheme as presented before the hon'ble High Court at the stage of first motion did not disclose the fact that there was an award dated May 12, 2016, announced by the arbitral tribunal of three hon'ble judges in pursuance of settlement reached on the same date, which was duly signed by Mr. Rakshit Jain. The same person, Mr. Rakshit Jain also signed the petition for the first motion that was filed before the hon'ble Delhi High Court. According ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urged that there was no concealment, suppression or misrepresentation. According to learned counsel, separate meetings of the board of directors of the demerged and resulting companies were held on May 11, 2016 which approved the proposed scheme of arrangement and copies of the resolutions passed by the board of directors have been placed on record of the first motion file. The High Court in its order dated May 30, 2016 has held that the scheme was also approved by all the stakeholders, like secured creditors, equity share holders, unsecured creditors, etc., in the meetings held. It has further been submitted that due publication was made in the local press, which is in the public domain and the objector could have very well filed his objections, if it thought to be a creditor. The objections have been filed without any law ful grievance and therefore, the same are liable to be rejected. Mr. Chaudhry submitted that the first tranche of dues fell for payment on July 31, 2016 the second tranche became payable on August 31, 2016 and the third was to be paid on September 30, 2016. The whole amount in a phased manner was payable in three equal instalments which has been duly paid. Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ring the approval accorded by the members and creditors of the petitioner-company to the proposed scheme and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs whereby no objections have been raised to the proposed scheme, there appears to be no reservation to grant sanction to the scheme. However, the companies shall remain bound by the undertaking filed by each one of them. Consequently, sanction is hereby granted to the scheme under sections 230 to 232 of the Companies Act, 2013. The petitioner shall however remain bound to comply with the statutory requirements in accordance with law. 7. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 8. While approving the scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, Income-tax, GST or other charges, if any, and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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