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2021 (11) TMI 125 - Tri - Companies LawApproval of the Scheme of Arrangement by way of Demerger - Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Considering the approval accorded by the Members and Creditors of both Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Regional Director, income Tax Department, Official Liquidator or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme. Accordingly, in sequel to the above, sanction is hereby granted to the Scheme of Arrangement proposed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013. The sanctioned Scheme of Arrangement shall be binding on the Transferor Company and Transferee Company (the Applicant/Petitioner Companies) and their Shareholders and Creditors. The Petitioner Companies shall remain bound to comply with the statutory requirements in accordance with law - Application allowed.
Issues:
Approval of Scheme of Arrangement by way of Demerger under Sections 230 to 232 of Companies Act, 2013. Analysis: The petition involves the joint preference of Transferor and Transferee Companies seeking approval for a Scheme of Arrangement through Demerger. The Transferor Company, incorporated in 1964, and the Transferee Company, incorporated in 2009, are both based in Delhi. The Scheme entails the Transferee Company issuing shares to the shareholders of the Transferor Company post the Scheme's effectiveness. The petitioners sought dispensation of meetings for equity shareholders, secured creditors, and unsecured creditors, which was granted by the Tribunal in a previous order. The Appointed date in the Scheme is defined to be either the effective date or any other date agreed upon by the Boards of both companies. Following the dispensation of meetings, the petitioners moved a Second Motion petition for necessary notices and publication of the Scheme. Compliance with these directions was confirmed through an Affidavit of Service, and reports from regulatory bodies like the Regional Director, Income Tax Department, and Official Liquidator were positive, indicating no objections to the proposed Scheme. Considering the approval from Members and Creditors of both companies, as well as the absence of any significant objections, the Tribunal granted sanction to the Scheme under Sections 230 to 232 of the Companies Act, 2013. The sanctioned Scheme will be binding on both companies, their shareholders, and creditors, with the petitioners required to adhere to statutory obligations. The Tribunal clarified that any deficiencies or violations would not impede legal actions against involved parties. Additionally, the Tribunal emphasized that the approval did not exempt the companies from Stamp Duty, Taxes, or other statutory dues, nor did it impact tax treatment under the Income Tax Act, 1961. Specific directions were issued regarding the transfer of property, rights, powers, liabilities, and duties between the companies, with a requirement for registration with the Registrar of Companies within thirty days. In conclusion, the petition was allowed with no costs imposed, and the file was to be consigned to the record room as per regulations.
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