TMI Blog2020 (9) TMI 1085X X X X Extracts X X X X X X X X Extracts X X X X ..... and the Rules. Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and no Objections of BSE and NSE and also in the absence of any objection against the Scheme; there appears to be no impediment in sanctioning the present Scheme - Scheme is approved - application allowed. - CAA-164 (PB)/2019 - - - Dated:- 20-2-2020 - B.S.V. Prakash Kumar, Actg. President and Santanu Kumar Mohapatra, Member (T) For the Appellant : K. M. Gupta For the Respondent : Tania Sharma , Advocates ORDER Santanu Kumar Mohapatra, Member (T) 1. This Joint petition has been filed by both the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Arrangement as contemplated between the demerged company and the resulting company. Copy of the said Scheme of Arrangement (hereinafter referred as the Scheme ) has been placed on reco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t copies of petition have been duly served to the Registrar of Companies, Regional Director, Northern Region, SEBI, BSE, NSE and Income Tax Department in compliance of the order and in proof of the same acknowledgement made by the respective offices have also been enclosed. 8. The Regional Director has filed its representation on 13.01.2020 in which it is stated that the resulting company and demerged company have filed Annual Returns and Balance Sheets upto 31.03.2018 and no prosecution has been filed and no inspection or investigation has been conducted in respect of any of the petitioner companies. 9. Despite opportunity afforded to the Department of Income Tax, no reply has been filed by the Department of Income Tax till date. It is pertinent to mention here that the Department of Income Tax should have filed their response within 30 days from the date of receipt of such notice as per the provisions of sub-section 5 of Section 230 of the Companies Act, 2013, failing which it is provided in the said Section that it shall be presumed that the authority has no representation to be made in respect of the Scheme. In view of the above inference can be taken that the Department ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ught forward losses/ unabsorbed depreciation which are being transferred to the Resulting Company pursuant to demerger. d) That it is confirmed that any proceeding / stay/ appeal to any matter shall remain unaffected post the sanction of Scheme. e) That there are no pending demands/ proceedings as on date and that the sanction of the Scheme shall not abate any demand and penalty, if any levied thereon. f) That NACL shall comply with the provisions of the Income Tax Act, 1961 as applicable, post the sanction of the Scheme. g) That NACL shall remain in existence post the Scheme and that the tax authorities of NACL shall not be prejudicially impacted on account of the proposed demerger. h) In response to the observation made by the Income Tax Department, the resulting company unconditionally undertakes to honor the liability relating to any tax demand, as may be finally determined as per the provisions of Income tax Act, 1961 in the future in respect of the resulting company. i) The resulting company undertakes that the payment of income tax shall not be hampered in any way as a result of the demerger between demerged and resulting company. 12. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their shareholders, creditors, employees and all concerned. 19. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and no Objections of BSE and NSE and also in the absence of any objection against the Scheme; there appears to be no impediment in sanctioning the present Scheme. 20. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 21. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 22. 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. 23. 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 paym ..... X X X X Extracts X X X X X X X X Extracts X X X X
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