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TMI Blog2019 (8) TMI 1575X X X X Extracts X X X X X X X X Extracts X X X X ..... porate Affairs and the report of official liquidator; there appears to be no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. The scheme is approved. X X X X Extracts X X X X X X X X Extracts X X X X ..... ved by the members present and voting in the said meetings. The reports of the Chairperson and the scrutinizer in respect of the respective meetings have been placed on record. 5. Subsequently, on 08.05.2019 the Petitioners were directed to carry out publication in the newspapers 'Business Standard' English Delhi edition as well as in 'Business Standard' Hindi Delhi edition. In addition to the public notice, 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. 6. It is seen from the records that the Petitioners have filed an affidavit dated 18.06.2019 affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the transferee company has filed an undertaking vide affidavit dated 12.07.2019 affirming that the transferee company will comply with the provisions of Section 232 (3) (2) (i) of the Companies Act, 2013 in regard to fee payable on its revised authorized share capital. The observation raised by the Regional Director thus stands satisfied. 11. The Official Liquidator has filed its report dated 28.06.2019 wherein no specific objection has been raised against the approval of 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 condu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mmercial 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. 17. In the case of Hindustan Lever Employees Union Vs. 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.' 18. Right to apply for the sanction ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oncerned persons, directors and officials of the petitioners. 25. 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. 26. THIS TRIBUNAL DO FURTHER ORDER i. That the Transferor Company shall stand dissolved without following the process of winding-up; and ii. That all the property, rights and powers of the Transferor Company, be transferred without further act or deed, to the transferee company and accordingly the same shall pursuant to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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