TMI Blog2020 (10) TMI 640X X X X Extracts X X X X X X X X Extracts X X X X ..... anctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. Scheme approved - application allowed. - Company Petation No. CAA-110 (PB)/2019 - - - Dated:- 4-2-2020 - Ina Malhotra , Member ( J ) And Santanu Kumar Mohapatra , Member ( T ) For Appearing Parties : Rakesh Kumar, Sahil Dhawan, Lakshya Sachdeva, Tania Sharma, Standing Counsel and Zohaib Hussain, Advocates ORDER Santanu Kumar Mohapatra, Member (T) 1. This Joint application has been filed by both the transferor companies and the transferee company under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Nation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors of the all the petitioner companies were dispensed with, vide order dated 30.05.2019 passed by the Principal Bench. In respect of unsecured creditors of all the three petitioner companies, directions were issued to convene their respective meetings in order to obtain their approval in favour of the Scheme. 6. Subsequently, the aforesaid meetings of unsecured creditors were duly convened on 06.07.2019 and the Scheme was unanimously approved by the respective members participated in the said meetings. The reports of the chairperson and the scrutinizer have been placed on record. 7. Thereafter, on 25.07.2019 the Petitioners were directed to carry out publication in the 'Business Standard' English Delhi Edition as well as in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ction has been raised against the approval of the Scheme in respect of the petitioner company. 11. The Official Liquidator has filed its report wherein no material objection has been raised in relation to the Scheme. It is submitted in the report that the Official Liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of both the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 12. Despite opportunity afforded to the Department of Income Tax, no reply has been filed by the Department of Income Tax till date of final hearing. It is pertinent to mention he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 17. The shareholders of the petitioner companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by the Tribunal for the reason that it is not a part of judicial function to examine entrepreneurial activities and their commercial decisions. It is well settled that the Tribunal evaluating the Scheme of which sanction is sought under Section 230-232 of the Companies Act of 2013 will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors. 18. In the case of Hind ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bound to comply with the statutory requirements in accordance with law. 24. 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. 25. 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 payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specif ..... X X X X Extracts X X X X X X X X Extracts X X X X
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