9911796707
TMI Blog2019 (6) TMI 1553X X X X Extracts X X X X X X X X Extracts X X X X ..... ents and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of both the Transferor Companies 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. Shankuntlam Softech Private Limited was incorporated on 29.04.2005 under the provisions of the Companies Act, 1956, having its Registered Office at 129, 1st Floor, D-Mall, Netaji Subhash Place, Pitampura, Delhi-110034. 3. The "Transferor Company no. 2", M/s. DKG Developers Private Limited was incorporated on 25.09.1998 under the provisions of the Companies Act, 1956, having its Registered O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioners have affected the newspaper publication as directed in one issue of the "Business Standard" English Edition as well as in "Business Standard* Hindi Edition on 22.04.2019, in relation to the date of hearing of the petition. Further, the affidavit also discloses that copies of the petition have been duly served to the Regional Director (Northern Region), Official Liquidator, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department and to Reserve Bank of India (RBI) in compliance of the order and in proof of the same acknowledgement made by respective offices have also been enclosed. 8. In the same affidavit it has been confirmed that except RBI there is no other sectoral regulator who may have significant bearing in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 13. The Department of Income Tax has not filed any observation despite due service of notice. It 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 representati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 as approved by shareholders and creditors. 19. 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 h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 27. THIS TRIBUNAL DO FURTHER ORDER i. That both the Transferor Companies shall stand dissolved without following the process of winding-up; and ii. 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 Se ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
