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TMI Blog2020 (10) TMI 396X X X X Extracts X X X X X X X X Extracts X X X X ..... Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company into the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the "Scheme") has been placed on record. 2. The "Transferor Company, M/s. All India Finance and Commerce Private Limited was incorporated on 07.01.1937 under the provisions of the Companies Act, 1913, and its registered office is presently situated at K-9 Connaught Circus, New Delhi-110001. 3. The "Transferee Company, M/s. World Media Private Limited was incorporated on 17.10.1949 under the provisions of the Companies Act, 1913, and its registered office is presently situated at 9K, Connaught Circus, New Delhi-110001. 4. It is seen fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 07.2019 affirming compliance of the order passed by the Tribunal dated 16.04.2019. A perusal of the affidavits discloses that the petitioners have affected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 02.05.2019 as well as in Uansatta' Hindi edition again on 02.05.2019 in relation to the date of hearing of the petition. Further, the affidavits also disclose that copies of petition have been duly served on the Registrar of Companies, Regional Director, Northern Region and Income Tax Department in compliance of the order and in proof of the same acknowledgement made by the respective offices have also been enclosed. 8. The Regional Director has filed its report wherein following ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... authorized share capital (if any) payable post amalgamation as per the directions of the Hon'ble National Company Law Tribunal. That with regard to point no. 2 (supra), it is most humbly submitted that paras 5.1 and 5.2 of the scheme of amalgamation, provide for alteration of authorized share capital and upon the Scheme becoming effective, the authorized share capital of the Transferee Company shall automatically stand increased as well as the memorandum of association and articles of association of the Transferee Company (relating to authorized share capital) shall stand altered, modified and amended. That as per para 5.2 of the scheme, the approval of the shareholders of the Transferee Company to the Scheme shall be deemed to be thei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assification of authorized share capital and that the authorized share capital of the transferee company has been duly increased to facilitate the merger. On behalf of RD, it is submitted that in view of the increase in the authorized share capital of the transferee company the observations made by Regional Director stands satisfied. 12. The Official Liquidator has filed its report on 07.06.2019 wherein no material objection has been raised in relation to the Scheme. 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 pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of Section 133 of the Companies Act, 2013. 17. The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by the Tribunal for the reason that it is not a part of judicial function to examine entrepreneurial activities and their commercial decisions. It is well settled that the Tribunal evaluating the Scheme of which sanction is sought under Section 230-232 of the Companies Act of 2013 will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors. 18. In the case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited reported in (1995) 5 SCC 491, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme under Section 230 to 232 of the Companies Act, 2013. 24. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 25. 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. 26. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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