TMI Blog2020 (1) TMI 1269X X X X Extracts X X X X X X X X Extracts X X X X ..... ivities 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. 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 - It has also been affirmed in the petition that Scheme is in the interest of Transferor Companies and the transferee company including their shareholders, creditors, employees and all concerned. Thus, upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 62, DSIDC, Flatted Factory Complex, Kalyanpuri, New Delhi-110091. 3. The Transferor Company No. 2 , M/s. AMK Real Estates Private Limited was incorporated on 27.06.2005 under the provisions of Companies Act, 1956, having its registered office situated at, C-62, DSIDC, Flatted Factory Complex, Kalyanpuri, New Delhi-110091. 4. The Transferee Company , M/s. Arora Projects Private Limited was incorporated on 05.10.1991 under the provisions of Companies Act, 1956, having its registered office situated at C-62, DSIDC, Flatted Factory Complex, Kalyanpuri, New Delhi-110091. 5. A perusal of the petition discloses that initially the First Motion joint application seeking dispensation from convening of the meetings of Equity Shareholders, S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cial Liquidator 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 09.07.2019 in which it is stated that the transferee company and transferor companies have filed Annual Return and Balance Sheet upto 31.03.2018 and no prosecution has been filed and no inspection or investigation has been conducted in respect of the petitioner companies. 9. The Official Liquidator has filed its report wherein no material objection has been raised by them in relation to the Scheme. It is submitted in the report that the Official Liquidator has not received any complaint against the proposed Scheme f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending against the Petitioner Companies. 14. Certificates of respective Statutory auditors of all the petitioner companies have been placed on 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 under the provisions of Section 133 of the Companies Act, 2013. 15. The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ministry of Corporate Affairs, official liquidator and the report filed by Income Tax Department and in the absence of any objection against the Scheme; there appears to be no impediment in sanctioning the present Scheme. 20. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 21. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 22. 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 person ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... employees of the transferee company on such date without any break or interruption in service and upon terms and condition not less favorable than those subsisting in the concerned Transferor Company on the said date. vi. That Petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered both the Transferor Companies shall be dissolved and the Registrar of Companies shall place all documents relating to both the Transferor Companies registered with him on the file kept by him in relation to the Transferee Company and the files relating to all the petitioner companies ..... X X X X Extracts X X X X X X X X Extracts X X X X
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