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TMI Blog2020 (9) TMI 1085X X X X Extracts X X X X X X X X Extracts X X X X ..... unal 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 record. 2. The "Demerged Company", Sharda Motor Industries Limited is a company incorporated on 29.01.1986 under the provisions of the Companies Act, 1956 having its registered office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020. 3. The "Resulting Company", NDR Auto Components Limited is a company incorporated on 19.03.2019 under the provisions of the Companies Act, 2013 having its registered office at D-188, Okhla Industrial Area, Phase-I, New Delhi - 110020. 4. A perusal of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er passed by the Tribunal dated 21.11.2019. A perusal of the affidavit discloses that the petitioners have effected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 20.01.2020 as well as in 'Business Standard' Hindi edition on 20.01.2020 in relation to the date of hearing of the petition. Further, the affidavit discloses that 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 s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Rupees Ten only) each credited as fully paid-up in NACL" a. It is further submitted that the provisions of this Scheme has been drawn up to comply with the conditions relating to "Demerger" as defined under Section 2(19AA) of the Income-tax Act. b. That it is confirmed that any proceeding / stay/ appeal to any matter shall remain unaffected post the sanction of Scheme. c. That the sanction of the Scheme shall not abate any demand and penalty, if any levied thereon. d. That SMIL shall comply with the provisions of the Income Tax Act, 1961 as applicable, post the sanction of the Scheme. e. That the tax authorities of SMIL shall not be prejudicially impacted on account of the proposed demerger." 11. Additionally, the Resulting Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall 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 thus seen that the interest of revenue has been duly protected through aforesaid undertakings tendered by the petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndustan Lever Limited (1995) 5 SCC 491 the three Judges Bench of Hon'ble Supreme Court held that: " A company court does not exercise appellate jurisdiction over a scheme and its jurisdiction is limited to ascertaining fairness, justness and reasonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process." 17. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 18. It has also been affirmed in the petition that Scheme is in the interest of Demerged Company and the Resulting Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Demerged Company in respect of Demerged Undertaking be transferred without farther act or deed to the Resulting Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and vest in the Resulting Company. ii. That all the liabilities and duties of the Demerged Company in respect of Demerged Undertaking be transferred without further act or deed to the Resulting Company and accordingly the same shall be in pursuance to Section 232 of the Act and become the liabilities and duties of the Resulting Company; iii. With the issue and allotment of the new equity shares by NACL to the equity shareholders of SMIL in accordance with clauses 12 of the Scheme, in the books of NACL, all the equity sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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