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TMI Blog2019 (6) TMI 1553X X X X Extracts X X X X X X X X Extracts X X X X ..... led 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 - 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. It has also been affirmed in the petition that the Scheme is in the interest of the transferor companies and the transferee company including their shareholders, creditors, employees and all concerned - upon considering the approval accorded by the members and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubhash 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 Office at 2E/1, 4th floor, Jhandewalan Extn. Delhi-110005. 4. The 'Transferee Company , M/s. Shakuntlam Securities Private Limited was incorporated on 21.08.1995 under the Companies Act, 1956, having its registered office situated at 130, 1st Floor, D-Mall, Netaji Subhash Place, Pitampura, Delhi-110034. 5. It is seen from the records that the First Motion application seeking dispensation from convening with the meetings of Shareholders and Creditors of petitioner companies was filed before this Bench vide CA (CAA) No. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 into the operations of the Petitioner Companies. 9. Despite notice duly served on RBI on 16.04.2019, neither any one represented on behalf of RBI nor any objection has been filed by RBI against the Scheme. In this regard the petitioners have affirmed that there is no prosecution proceeding pending against the Petitioner Companies or their directors before any Court for violation of various laws such as the Companies Act, 1956 and/or the Companies Act, 2013, FEMA, IPC, SEBI Act, or RBI Act etc. 10. The Regional Dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 14. In this connection the petitioners have affirmed that no tax liability, towards Income Tax, Sales Tax or any Government Tax is pending in any of the Petitioner Companies. 15. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ;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.' 20. 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. 21. It has also been affirmed in the petition that the Scheme is in the interest of the transferor companies and the transferee company including their shareholders, credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Section 232 of the Companies Act, 2013, be transferred to and vest in the transferee company. iii. 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 company; and iv. That all proceedings now pending by or against both the Transferor Companies, b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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