TMI Blog2019 (5) TMI 1824X X X X Extracts X X X X X X X X Extracts X X X X ..... een received; there appears to be no impediment in sanctioning the present Scheme. Sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013 - Application allowed. - Company Petition No. CAA-02(PB)/2019 - - - Dated:- 17-5-2019 - M.M. Kumar, C.J. (President) And Santanu Kumar Mohapatra, Member (T) For Appearing Party : P. Nagesh, Dhruv Gupta, Harshal Kumar, Advocates, C. Balooni, Company Prosecutor, Swati Kaushal, Ajit Sharma and Ashutosh, Advocates 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) Rule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tioned meetings were duly convened on 01.12.2018 and the proposed Scheme was unanimously approved by the members present and voting in the respective meetings. The reports of the Chairperson and Scrutinizer have also been placed on record. 6. Thereafter, on 19.02.2019 the Petitioners were directed to carry out publication in the newspapers Business Standard (English Delhi Edition) as well as in Business Standard in Vernacular (Hindi Delhi Edition). In addition to the public notice, notices were directed to be severed on the Reginal Director (Northern Region), Official Liquidator, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department and to other relevant sectoral regulators. 7. It is seen from the records tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proval 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. 10. The Department of Income Tax has also filed its report on 23.04.2019 wherein the Department has not raised any objection against the sanctioning of the Scheme. 11. However, in order to protect the interest of the Revenue it is clarified that there shall be no limitation on the power of the Income tax Department for recovery of pending Income Tax dues, including imposition of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 as approved by shareholders and creditors. 16. 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.' 17. Right to apply for the sanction of the Scheme has be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 24. 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 Transferor Company, he 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 and vest in the transferee company. iii. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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