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TMI Blog2020 (9) TMI 1119X X X X Extracts X X X X X X X X Extracts X X X X ..... .N. Prasad, Member (J) And Dr. V.K. Subburaj, Member (T) For the Appellant : Rajiv Malik, Advocate, Manoj Sharma, PCS For the Respondent : Sanyay Dua and Anuj Sood, A.R. ORDER P.S.N. Prasad, Member (J) 1. This Joint Application has been filed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation. The copy of the Scheme has been placed on record. 2. Subsequent to the Order dated 17.07.2019, second motion petition was filed on 30.09.2019, for fixing a date of hearing as well as other consequential directions in terms of provision of Section 230-232 of the Companies Act, 2013 read with Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, are fulfilled as per the Order of this bench dated 19.11.2019. 3. It is seen from the records that petitioners have filed the affidavit of compliance before this bench dated 30.12.2019 affirming the compliance of the order passed by this Tribunal dated 19.11.2019. In perusal of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Result of Meeting (Approval In %) 1 Nanak Consultants Private Limited Equity Shareholders 11.09.2019 10.00am 100% 2 Nanak Consultants Private Limited Debenture holders 11.09.2019 11:00am 100% 3 Kewaldeep Consultants Private Limited Equity Shareholders 11.09.2019 12.00am 100% 4 Kewaldeep Consultants Private Limited Debenture holders 11.09.2019 01:00pm 100% 5 Sayush Consultants and Investment Private Limited Equity Shareholders 11.09.2019 14.30am 100% 6 Ganga Kaveri Credit And Holding Private Limited Equity Sharehold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... angement has been approved inter se between a company and its members / shareholders does it proceed forward for the approval of governmental / regulatory authorities and the sanction of the Hon'ble NCLT, at which stage we stand today. That the entire process for sanction of a proposed merger / compromise, owing to the time lag inherent in the process, need not necessarily include the same shareholders who had approved the said compromise / merger also being shareholders on the record date, owing to share transfers (which are even more prominent in case of listed companies), acquisition of businesses etc. That Section 230(l)(b) does not stipulate that consent of shareholders envisaged therein is in fact the shareholders as at the date of sanction of the scheme by the Hon'ble Tribunal; and not the shareholders on the date of filing the application for merger. That if this was in fact the intent of the section then the approval of shareholders at a court convened meeting would also not satisfy the requirements of a compromise / merger between a company and its shareholders. That without prejudice to the submission above, it is submitted that the Applicant Company 7 of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme by supporting it by the requisite majority vote that has to be kept in view by the Court. The Court certainly would not act as a court of appeal and sitin judgment over the informed view of the concerned partiesto the compromise as the same would be in the realm of corporate and commercial wisdom of the concerned parties. The Court has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and members of the company who have ratified the Scheme by the requisite majority. Consequently the Company Court's jurisdiction to that extent is peripheral and supervisory and not appellate. 2. That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner shall however remain to bound to comply with the statutory requirements in accordance with the law. 11. Consequently, the scheme is hereby granted to the scheme under section 230 to 232 of the Companies Act, 2013. 12. The Petitioner Companies shall however remain bound to comply with the statutory requirements in accordance with law. 13. Notwithstanding the above, if there is any deficiency found or, violation committed que any enactment, statutory rules and regulation, the sanction granted by this court to the Scheme will not come in any way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the petitioners. 14. While approving the Scheme as above, we further clarify that this order should not be construed an order in any granting exemption from payment of stamp duty, taxes including Income Tax, GST etc. or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any other law. 15. THIS TRIBUNAL DO FURTHER ORDER(S): 1) That the Transferor Companies stand dissolved without foll ..... X X X X Extracts X X X X X X X X Extracts X X X X
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