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TMI Blog2020 (10) TMI 780X X X X Extracts X X X X X X X X Extracts X X X X ..... e no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013 in respect of the Petitioner Company. The scheme is approved - application allowed. - Company Petition No. CAA-106 (PB)/2019 - - - Dated:- 4-2-2020 - Ina Malhotra, Member (J) And Santanu Kumar Mohapatra, Member (T) For Appearing Parties : Rajeev K. Goel, Akshay Joshi, Advocates and Sonam Sharma, Standing Counsel ORDER Santanu Kumar Mohapatra, Member (T) 1. This petition has been filed by the Petitioner Transferor Company no. 1 under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Nation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lhi and Haryana, Official Liquidator, the Income Tax Department and to the other relevant sectoral regulators. 5. It is seen from the records that the Petitioner has filed affidavit dated 26.08.2019 affirming compliance of the order passed by the Tribunal dated 23.07.2019. A perusal of the affidavit discloses that the petitioner has effected the newspaper publication as directed in one issue of the 'Business Standard' English edition on 13.08.2019 as well as in 'Business Standard' Hindi edition again on 13.08.2019 in relation to the date of hearing of the petition. Further, the affidavit also discloses that copies of petition have been duly served to the Registrar of Companies, Regional Director, Northern Region and Incom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 9. 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 in law in respect of the petitioner company. 10. It pertinent to note here that at the time of final hearing on 16.12.2019, Ld. Counsels on behalf of the Regional Director and Official ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uating 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. 15. In the 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. 16. Right to apply for the sanction of the Scheme has been statutorily provided u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioner company. 23. While approving the Scheme so far as Petitioner Company is concerned, 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. 24. This tribunal do further order in respect of petitioner transferor company no. 1 subject to approval of the scheme by Mumbai Bench of NCLT in respect of transferee company. 1. That the Petitioner Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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