TMI Blog2020 (10) TMI 119X X X X Extracts X X X X X X X X Extracts X X X X ..... them. Consequently, sanction is hereby granted under Sections 230-232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. Scheme is approved - petition allowed. - Company Petition CP (CAA) - 135(PB)/2018 and CA (CAA) - 110(PB)/2018 - - - Dated:- 18-6-2020 - B.S.V. Prakash Kumar, Actg. President and Narender Kumar Bhola, Member (T) For the Appellant : Rajeev Goel, Advocate Sonam Sharma, CP For the Respondent : Dhruv Gupta, Advocate ORDER B.S.V. Prakash Kumar, Member (J) 1. The present petition has been filed by the companies above named for the purpose of the approval of the scheme of arrangement, as contemplated amongst the companies and its shareholders and creditors by way of demerger of the Demerged/Petitioner Company-I namely Super Cassettes Industries Pvt. Ltd. (for brevity Demerged Company ) into the Resulting/Petitioner Company-II namely, Vijarshan Ventures Pvt. Ltd. (for brevity Resulting Company ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'the Act') read with Companies (Compromises, Arrangements ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Corporate Affairs, New Delhi; (b) The Registrar of Companies, Delhi and Haryana, New Delhi; and (c) The Income Tax Department. Learned Counsel of the Petitioner Companies clarified that since none of the Demerged Company and the Resulting Company is subject matter of dissolution, notice of the Petition was not required/directed to be served on the Official Liquidator. 6. In response to the above stated notice, the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi submitted his report through a representation/affidavit, wherein it is pointed out that the Resulting Company is required to increase its Authorized Share Capital to enable it to issue shares in terms of the Scheme of Arrangement. 7. In this regard the learned Counsel of the Petitioner Companies submitted that the Resulting Company has already increased its Authorized Share Capital by paying the requisite fee to the ROC. The Petitioners have also filed Affidavits confirming the same on 4th June, 2019. No other objection has been raised by the RD and ROC to the proposed Scheme of Arrangement. 8. Learned Counsel for the petitioner submitted that since none of the Demerged Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rrangement before the disposal of the aforesaid Appeal would prejudice the right of the Objector. f. However, after the filing of the Objection Application before this Tribunal, the Division Bench of the Hon'ble Delhi High Court has dismissed the aforesaid Company Appeal No. 15 of 2013 vide judgment dated 10th May, 2019 on the ground of non-maintainability. g. Subsequently, the Objector has filed a Petition for Special Leave to Appeal No. 21383 of 20 19 before the Hon'ble Supreme Court of India against the aforesaid order dated 10th May, 2019, passed by the Division Bench of the Hon'ble Delhi High Court. The said SLP was also dismissed by the Hon'ble Supreme Court of India vide Order dated 18th October, 2019. h. Learned Counsel for the Petitioners in their reply submitted that the Objector is a habitual litigant. In addition to the aforesaid civil litigation, the Objector had also filed a Criminal Complaint (First Information Report No. 290 of 2002, Police Station Okhla Industrial Area, New Delhi) against Mr. Bhushan Kumar, Mr. Darshan Kumar and Mr. Krishan Kumar alleging forgery of documents and cheating, etc., on which a charge sheet was filed by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 167 of 1999, before the Hon'ble Delhi High Court. The aforesaid Application has already been rejected by the Hon'ble Delhi High Court as mentioned above. Appeal was also dismissed by the Division Bench of the Delhi High Court. The Hon'ble Supreme Court of India has also dismissed the Petition for Special Leave to Appeal filed by the Objector. m. It is the undisputed fact that the Objector is neither a Shareholder nor a Creditor of any of the Petitioner Demerged Company and the Resulting Company. Hence, the Objector does not have any locus standi in the present Company Petition and the proposed Scheme of Arrangement. 11. Learned Counsel for the Petitioners also pointed out that subsequent to the Amalgamation of Tony Electronics Ltd and Mandakini Aqua Minerals Pvt Ltd with Super Cassette Industries Pvt Ltd; another Scheme of Amalgamation was approved by the Hon'ble Delhi High Court vide order dated 22nd May, 2002 wherein Laxmi Video Studio Pvt Ltd, Sudeep Studio Pvt Ltd and Golden Chariot Estates Pvt Ltd were amalgamated into Super Cassette Industries Pvt Ltd. Copy of the Delhi High Court Order was placed on record along with the reply filed by the Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Companies confirmed that the Resulting Company has already increased its Authorized Share Capital by paying the requisite fee to the ROC. The Petitioners have also filed Affidavits confirming the same on 4th June, 2019. Hence, there appears no impediment to grant sanction to the Scheme. However, the Companies shall remain bound by the undertaking filed by either of them. Consequently, sanction is hereby granted under Sections 230-232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 16. The objection to the said scheme of Arrangement raised by the objector Mr. Gopal Krishan (being CA (CAA) 1277 (PB) of 2018, where the objector is neither the creditor nor a shareholder of the applicant companies and as pointed out that earlier also objections had been raised which were rejected right even up to the Hon'ble Supreme court. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the Scheme of Arrangement annexed as (Annexure-1) with the Company Petit ..... 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