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TMI Blog2015 (7) TMI 176X X X X Extracts X X X X X X X X Extracts X X X X ..... ment. Consequently, sanction is hereby granted to the Scheme of Arrangement under sections 391 and 394 of the Companies Act, 1956. - Decided in favour of appellant. - CO. PET. NO.619/2013 - - - Dated:- 14-3-2014 - MR JUSTICE VIBHU BAKHRU J Mr. NPS Chawla and Mr. Karamveer Jindal, Advocates for the Petitioners Mr Atma Sah Asstt. Registrar of Companies appearing for Regional Director.for the Respondent ORDER 1. This joint petition has been filed under sections 391-394 of the Companies Act, 1956 (?Act?) by the Petitioner Companies seeking sanction for the Scheme of Arrangement (?Scheme?) between Prime Electric Limited (PEL/Petitioner Company-I) and PEL Asset And Infrastructure Limited (PEL Asset/Petitioner Company-II ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director before this High Court on 11th March, 2013. 6. The Regional Director in his affidavit has made an observation that, as per clause 13(a) of Part-III of the Scheme, all the staff/employees of the Demerged Company engaged in the ?Infrastructure Division? shall become the employees of the Resulting Company without any break or interruption, upon the sanctioning of the Scheme of Arrangement by this Court. 7. Further, the Regional Director has also observed that the name of the company cannot be substituted in the charge documents as for satisfaction of charge, the company is required to file the relevant forms with the ROC. In reply to the observation of the Regional Director, the Petitioner Companies vide their reply ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egarding that the Appointed Date in the Scheme is prior to incorporation of the Resulting Company; the Petitioner Companies have submitted that the Appointed date (i.e. 01.04.2012) has been fixed only for the purpose of identification and quantification of the assets and liabilities pertaining to the Demerged Undertaking belonging to Petitioner Company-I and the said identification is based on the balance sheet as at 31.03.2012 which was filed along with CA (M) No. 118 of 2013 before this High Court. Further it is stated that all the assets and liabilities pertaining to the Demerged Undertaking were in existence on the Appointed Date and it is on and from the Effective Date when these assets and liabilities are to be transferred to Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the land by the Petitioner Company-II to Petitioner Company- I would be required. In reply to the observation of the Regional Director, the Petitioner Companies have vide their reply dated 11th March, 2013 has stated that that in terms of Clause 22 (c) of the Scheme, the Scheme is itself conditional and is subject to the approval of APIIC in respect of the said land, if required, in terms of the lease deed dated 29th May, 2009 entered into between APIIC and Petitioner Company-I. 13. Further, the Regional Director in his affidavit has also observed that an amount of ₹ 81,60,000 (Rupees Eighty One Lac Sixty Thousand Only) is payable to APIIC as the lease premium for the said land. However, the Regional Director has submitted th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not and that too by the Income Tax Department. The function of the Court is only to see that the scheme of arrangement serves a larger public interest and such compliance of section 2(19AA) of the Income Tax Act, 1961 is not a pre condition for sanction of the scheme of arrangement. 15. The Income Tax Authorities would be free to independently assess the tax implications without reference to this order. The same would include determining whether the present scheme false within the definition of 2(19AA) of the Income Tax Act, 1961. 16. Further, no objection has been received to the Scheme of Arrangement from any other party. Mr NPS Chawla, Advocate for the Petitioner Companies has filed an affidavit dated 11th March, 2013, confirmi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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