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TMI Blog2020 (10) TMI 119X X X X Extracts X X X X X X X X Extracts X X X X ..... d Amalgamations) Rules, 2016 (for brevity 'the Rules') in relation to the Scheme of Arrangement (hereinafter referred to as the 'SCHEME') proposed amongst the petitioners. 2. From the records, it is seen that the First Motion Application seeking directions with the meetings of the Shareholders, Secured Creditors and Unsecured Creditors was filed before the Hon'ble Tribunal, to obtain appropriate orders to convene meetings of Shareholders, Secured Creditors, and Unsecured Creditors vide CA (CAA) No. 110(PB)/2018. This Hon'ble Tribunal vide its order dated 4th July, 2018 (date of pronouncement), was pleased to direct for convening of separate meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company; and meeting of Shareholders of the Resulting Company under its supervision for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement. The Resulting Company did not have any Secured Creditor or Un-Secured Creditor. 3. A perusal of the present Petition discloses that in pursuance of the directions contained in Order dated 4th July, 2018 (date of pronouncement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y is subject matter of dissolution, notice of the Petition was not required/directed to be served on the Official Liquidator. 9. The Petitioners have stated that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. (Certificates from the respective Statutory Auditors of the Petitioner Companies are annexed and collectively marked as Annexure P-5 to the Company Petition No. 135 (PB) of 2018) 10. An Objection Application [being CA (CAA) 1277 (PB) of 2018] was filed by Mr. Gopal Krishan against the Scheme of Arrangement. The Petitioners have filed their joint Reply to the Objection Application. Rejoinder was filed by the Objector. Brief background relating to the Objection Application may be summarized in the following manner: a. A Scheme of Amalgamation of Tony Electronics Ltd and Mandakini Aqua Minerals Pvt Ltd with Super Cassettes Industries Pvt Ltd [the Petitioner Demerged Company in the present Scheme] was sanctioned by the Hon'ble Delhi High Court vide order dated 20th September, 1999, passed in Company Petition No. 167 of 1999. b. On 22nd July, 2002, the O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Magistrate, Saket Court, New Delhi, vide order dated 2nd May, 2015, dismissed the said Criminal Complaint and discharged all the accused. Subsequently, the Objector filed a Criminal Revision Petition in the Court of District and Sessions Judge, Saket Courts, New Delhi against the order passed by the Hon'ble Metropolitan Magistrate. The aforesaid Criminal Revision Petition was also dismissed by the Court of District and Sessions Judge vide order dated 20th July, 2019 (date of pronouncement). The Objector has now approached the Hon'ble Delhi High Court against the order of the Hon'ble District and Sessions Judge. i. Learned Counsel for the Petitioners clarified that the Hon'ble Delhi High Court has not granted any stay in favour of the Objector and there is no legal impediment in sanction of the present Scheme by this Tribunal. j. It is an admitted fact that as on date, there is no challenge to either the Order dated 20th September, 1999, passed by the Hon'ble Delhi High Court in Company Petition No. 167 of 1999, sanctioning the Scheme of Amalgamation of Tony Electronics Ltd and Mandakini Aqua Minerals Pvt Ltd with Super Cassettes Industries Pvt Ltd; or the O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iterated the fact that the objector in his capacity as a shareholder of Tony Electronics Ltd. Was holding 52% shares in the said company and is entitled to intervene in the present matter and present his objection. Since, a fraud has been played against the applicant and as fraud vitiates every act done by the fraudsters, it is not mandatory that only a person who is holding 105 shareholding in the company should be entitled to file the objections. Under such circumstances, the proviso to sub section 4 of section 230 will not be applicable to the applicant and alternatively should be held to be directory and mandatory. Hence, the application filed by the objector is maintainable. 13. The Hon'ble tribunal vide order dated 13.05.2020 stated as to the objections raised, it appears that the objector is not having any shareholding in this company i.e., Super Cassettes Industries Pvt. Ltd. Further, since this objector has failed to produce any kind of documents in support of his being shareholder or any way associated with said the company, i.e., Super Cassette Industries Ltd. as creditor, the objections raised by the Applicant are hereby rejected. 14. Despite several opportunities ..... 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