TMI Blog2019 (8) TMI 1575X X X X Extracts X X X X X X X X Extracts X X X X ..... r Section 230 to 232 of the Companies Act, 2013. The scheme is approved. - Company Petition No. CAA-69 (PB) /2019 - - - Dated:- 23-8-2019 - M. M. Kumar, C.J. ( President ) And Santanu Kumar Mohapatra, Member ( T ) For Appearing Parties : Deepak Diwan, Shailendra Singh, Vibhooti Malhotra, Ajinkya Tiwari, Advs., Chetna Khandpal, CP and Amish Tondon , Adv. ORDER Santanu Kumar Mohapatra, Member (T) 1. This Joint application has been filed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r in respect of the respective meetings have been placed on record. 5. Subsequently, on 08.05.2019 the Petitioners were directed to carry out publication in the newspapers 'Business Standard' English Delhi edition as well as in 'Business Standard' Hindi Delhi edition. In addition to the public notice, notices were directed to be served on the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator, the Income Tax Department and to the other relevant sectoral regulators. 6. It is seen from the records that the Petitioners have filed an affidavit dated 18.06.2019 affirming compliance of the order passed by the Tribunal dated 08.05.2019. A perusal of the affidavit disclos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the transferee company will comply with the provisions of Section 232 (3) (2) (i) of the Companies Act, 2013 in regard to fee payable on its revised authorized share capital. The observation raised by the Regional Director thus stands satisfied. 11. The Official Liquidator has filed its report dated 28.06.2019 wherein no specific objection has been raised against the approval of 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 the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 12. The D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch 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. 17. In the case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited (1995) 5 SCC 491 the three Judges Bench of Hon'ble Supreme Court held that: 'A company court does not exercise appellate jurisdiction over a scheme and its jurisdiction is limited to ascertaining fairness, justness and reasonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process.' 18. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5. 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 specifically required under any law. 26. THIS TRIBUNAL DO FURTHER ORDER i. That the Transferor Company shall stand dissolved without following the process of winding-up; and ii. That all the property, rights and powers of the Transferor Company, be transferred without further act or deed, to the transferee company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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