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TMI Blog2020 (10) TMI 17X X X X Extracts X X X X X X X X Extracts X X X X ..... pplication 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) 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. A perusal of the petition revels that initially the First Motion application seeking directions for convening/dispensing with the meetings of Shareholders and Creditors was filed before this bench and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, this Tribunal vide its first motion order issued directions with respect to the same. On 01.11.2019 the Petitioners were directed to carry out publication in the newspapers English Daily 'Business Standard' (Delhi Edition) as well as in Hindi Daily 'Jansatta' (Delhi Edition). In addition thereto notices were directed to be served on the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator, the Income Tax Department and to the other relevant sectoral regulators. 3. It is see ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ejoinder Affidavit has been filed by the Petitioner companies on 04.02.2020 to meet the observations made in the report of Income Tax Department wherein they have undertaken: a. That the aforesaid facts as pointed out by the Learned Income Tax Department has been duly disclosed in the Report on Valuation of Shares and Share Exchange Ration of Yashlok Dubey, Registered Valuer (IBBI Registration No. IBBI/RV/03/2019/11087), a copy of which was enclosed with the 1st motion application as Annexure: A-7 on page No. 638 to 664 Volume 4 of the Paper Book as filed in this Hon'ble Tribunal. The learned Income Tax Department has only mentioned the valuation methodologies as pointed out by Yashlok Dubey, Registered valuer. (IBBI Registration No. IBBI/RV/03/2019/11087) in their report. Further they hove made following submissions: b. The valuation of shares may be made on the basis of various methods as may be suitable for the given case. Even the future projected earnings may also be considered for valuation purposes. In the present case, NAV was calculated on the basis of Balance Sheet as at 31.03.2018 being the latest Audited Balance Sheet available at the time of such valu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company. We, further say that pursuant to the Scheme all the assets along with the liabilities including all the debts, liabilities, duties and obligations incurred by the Transferor Companies will be transferred to the Transferor Companies. Further, any legal proceedings and order enforceable by or against the Transferor Companies pending as on the effective date, shall abate or be discontinued or any way prejudicially affected by reason of the transfer of the undertaking of the Transferor Companies or of anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as the same is already in Para 4 of the Scheme. i. They have also placed reliance upon the Hon'ble High Court of Delhi judgement of HPL Socomec Pvt. Ltd. (2008) and Indian Express Multimedia ltd. (2007) I which the Court has held a similar view and rejected the objection of Central Government in this regard. 9. In view of the aforementioned clarification filed by the petitioners it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme. 17. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 18. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 19. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. 20. While approving the Scheme as above, 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. 21. THIS TRIBUNAL DO FURTHER ORDER 1. That all the Transferor Companies shall stand dissolved without follow ..... X X X X Extracts X X X X X X X X Extracts X X X X
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