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TMI Blog2020 (10) TMI 640X X X X Extracts X X X X X X X X Extracts X X X X ..... ts and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of the Transferor Company No. 1 and Transferor Company No. 2 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 No. 1", M/s. SV Power Private Limited was incorporated on 17.09.2003 under the provisions of the Companies Act, 1956, and its registered office is presently situated at Flat No. 18, SFS, First Floor Vasant Enclave Rao Tula Ram Marg, New Delhi 110057. 3. The "Transferor Company No. 2", M/s. Spectrum Coal and Power Limited was incorporated on 01.01.1966 under the provisions of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... English Delhi Edition as well as in 'Business Standard' Hindi Delhi Edition. In addition to above, 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. 8. It is seen from the records that the Petitioners have filed affidavits dated 03.09.2019 affirming compliance of the order passed by the Tribunal dated 25.07.2019. A perusal of the affidavit discloses that the petitioners have effected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 29.08.2019 as well as in 'Business Standard' Hindi edition again on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is pertinent to mention here that the Department of Income Tax should have filed their response within 30 days from the date of receipt of such notice as per the provisions of sub-section 5 of Section 230 of the Companies Act, 2013, failing which it is provided in the said Section that it shall be presumed that the authority has no representation to be made in respect of the Scheme. Therefore, inference can be taken that the Department of Income Tax has no observation against the Scheme. 13. Be that as it may, in order to protect the interest of the Revenue it is clarified that there shall be no limitation on the power of the Income Tax Department for recovery of pending Income Tax dues, including imposition of penalties etc. as provided i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited reported in (1995) 5 SCC 491, the three Judges Bench of Hon'ble Supreme Court has held that: "A company court does not exercise appellate jurisdiction over a scheme and its jurisdiction is limited to ascertaining fairness, justness and reasonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process." 19. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules. 20. It has also been affirmed in the petition that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lly required under any law. 26. THIS TRIBUNAL DO FURTHER ORDER 1. That both the Transferor Companies shall stand dissolved without following the process of winding-up; and 2. That all the property, rights and powers of both the Transferor Companies, 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 both the Transferor Companies, 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 c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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