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TMI Blog2020 (9) TMI 1119X X X X Extracts X X X X X X X X Extracts X X X X ..... rangements and Amalgamations) Rules, 2016, are fulfilled as per the Order of this bench dated 19.11.2019. 3. It is seen from the records that petitioners have filed the affidavit of compliance before this bench dated 30.12.2019 affirming the compliance of the order passed by this Tribunal dated 19.11.2019. In perusal of the affidavit discloses that the petitioners have effected the newspaper publication on dated 09.12.2019 as directed in relation to the date of the hearing of this petition. Further, the affidavit also discloses that copies of the petition have been duly served to the Regional Director, Northern Region, Registrar of the Companies, NCT of Delhi and Haryana, Official Liquidator (New Delhi) and the Income Tax Department in compliance of the order and in proof of the same acknowledgement by the respective offices have also been placed on record 4. That the Regional Director, MCA has submitted its report with some observations. The para-wise observations and the reply of the observations of the Report as given by the Transferee Company are as follows : Observation: Para 14 of the Regional Director's Report / Observation / Letter states as follows: "14. That the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... art Investment Company Private Limited Equity Shareholders 12.09.2019 10.00am 100% 9 Sacred Heart Investment Company Private Limited Debenture holders 12.09.2019 11:00am 100% 10 Sacred Heart Investment Company Private Limited Preferential holders 12.09.2019 12:00pm 100% 11 Kenstar Investments and Finance Private Limited Equity Shareholders 12.09.2019 13.00pm 100% 12 Osiatic Consultants and Investment Private Limited Equity Shareholders 12.09.2019 14.30pm 100% 13 Osiatic Consultants and Investment Private Limited Debenture holders 12.09.2019 15:30pm 100% 14 Osiatic Consultants and Investment Private Limited Unsecured Creditor 12.09.2019 16:00pm 100% That as per the above details, all the stakeholders of all the applicant companies had approved the scheme unanimously. 5. That it was further submitted by the Transferee Company that section 230(1)(b) of Companies Act, 2013 envisages a compromise or an a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e entities involved in all the schemes are group entities and therefore the outcome of individual application will not mislead shareholders and debenture holders. That it was further submitted by the Transferee Company that already 2 schemes involving the group entities were approved by the Hon'ble NCLT, Bench III, New Delhi i.e. Scheme I, in CA No. CAA/55/ND/2019 with CA (CAA) 137/ ND / 2019 vide its Order dated 12.12.2019 as amended on 17.02.2020; and Scheme III, in CA No. CAA/53/ND/2019 with CA (CAA) 134 / ND / 2019 vide its Order dated 12.12.2019 as amended on 18.02.2020 and therefore, the averment of Regional Director about single consolidated application is not tenable in facts and under law. That the Petitioner Companies submitted the copy of the judgment of the Hon'ble Supreme Court of India in the matter of Miheer H. Mafatlal vs. Mafatlal Industries Ltd. The relevant quote of the judgement are as follows 1. Whether the Court has jurisdiction like an appellate authority to minutely scrutinise the scheme and to arrive at an independent conclusion whether the scheme should be permitted to go through or not when the majority of the creditors or members or their re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the approval of the scheme. It is submitted in the report that that the official liquidator has not received any compliant against the proposed Scheme from any person/party interested in the Scheme in any manner and the affairs of the Petitioner Companies do not appear to has been conducted in a manner prejudicial to the interest of its members, creditors or public interest. 8. It is further submitted by the Petitioner Companies that the dues of Income Tax Department are fully secured as all the dues, if any, shall be the liability of the Transferee Company as provided in the Scheme of Amalgamation. 9. Further the Certificate of respective statutory auditors of the Petitioner Companies have been placed on the record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified by under the provisions of Section 133 of the Companies Act, 2013. 10. 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 affidavit by the Regional Director, Northern Region, Ministry of Corpora ..... X X X X Extracts X X X X X X X X Extracts X X X X
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