9911796707
TMI Blog2020 (9) TMI 805X X X X Extracts X X X X X X X X Extracts X X X X ..... creditors, who have overwhelmingly voted in the favour of the scheme should be up held - upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, the report of official liquidator and Department of Income Tax, there appears to be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the 'Scheme undersection 230 232 of the Companies Act, 2013. The scheme is approved - petition disposed off. - CAA- 6/230-232ND/2020 - - - Dated:- 29-6-2020 - P.S.N. Prasad, Member (J) and Sumita Purkayastha, Member (T) For the Appellant : Rupesh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal, vide order dated 9th Day of December, 2019 wherein the meetings of the of Equity Shareholders, Secured Creditors of the Transferor Company and the transferee Company were dispensed with, as consent affidavits of all the respective shareholders and creditors have been obtained for the approval of the Scheme. 5. On 13th Day of January, 2020, the Petitioners were directed to carry out publication in the newspaper '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 to the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator, the Income Tax Department an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2020 wherein 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. 9. The department of Income Tax has filed its report in which there is no objection to be transferred to the transferee company. The department has raised following observations regarding the Sanction of the Scheme. Those are as follows: a. Losses incurred by the transferor company may not be allowed to be set off with the profits of Transferee Company reducing tax payment to the revenue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, Upon the Scheme becoming effective, the tax liability or obligation of Transferor Company shall be borne by Transferee Company. 12. It is also being submitted by the applicant companies that the demand of Income Tax department, if any, arises in future in respect of assessment proceedings of Transferor Company, the same would be borne by transferee company after complying with procedure of Income Tax Act and rules made thereunder without jeopardizing the right of the Transferor Company and Transferee company to appeal to a higher authority and requesting for a stay on demand raised, as the case may be, in line the provisions of Income Tax Act and rules made thereunder. 13. In addition to the undertaking of the petitioner companies, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rimental to the applicant companies, its shareholders and creditors. The applicants, its members and creditors are the best judge to protect their interest. In the absence that the scheme is not fair, just and reasonable or that it is in contravention of statutory portions and for public interest, the decision of the shareholders and creditors, who have overwhelmingly voted in the favour of the scheme should be up held. 19. In the case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited (1995) 5 SCC 4913 the three judges bench of Hon'ble Supreme Court has held as follows: that a company court does not exercise appellate jurisdiction over a scheme and its jurisdiction is limited to ascertaining fairness, justness and r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Transferor Company shall stand dissolved without following the process of winding-up; and 2. 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 and vest in the transferee company. 3. That all the liabilities and duties 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 Act, be transferred to and become the liabilities and duties of the transferee company; and 4. That all proceedings now pending by or against all the Transferor Company, b ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
