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TMI Blog2020 (1) TMI 1246X X X X Extracts X X X X X X X X Extracts X X X X ..... onal Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Arrangement by way 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 bearing CA(CAA) No. 136(ND)2019 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, the meetings of Equity Shareholders, Secured and Unsecured Creditors of both the companies were dispensed with, vide order dated 30.09.2019 passed by this Bench. On 18.10.2019 Petitioners were directed to carry out publication in the newspapers Engli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... apital subsequent to the sanction of the scheme of amalgamation, if any. 6. The Official Liquidator has filed its report dated 12.12.2019 wherein no material objection has been raised by them 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 prejudicial to the interest of its members or to public interest. 7. The Income Tax Department has filed its report wherein it has been observed by the department with regard to Wealth Estate Pvt. Ltd. that a demand of Rs. 12,78,289/-for the assessment y ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... neurial 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. 12. In the case of Hindustan Lever Employees Union V. Hindustan Lever Limited (1995) 5 SCC 491 the three judges Bench of Hon'ble Supreme Court 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. ' 13. R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tory 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. The Transferor Companies shall stand dissolved without following the process of winding-up; and 2. That all the prop ..... X X X X Extracts X X X X X X X X Extracts X X X X
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