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TMI Blog2019 (5) TMI 1822X X X X Extracts X X X X X X X X Extracts X X X X ..... - The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by Tribunal for the reason that it 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. 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 comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Resulting Company. The copy of the Scheme of Arrangement (hereinafter referred as the Scheme ) has been placed on record. 2. The Demerged Company , M/s. Ogaan India Private Limited was incorporated on 24.12.1982 under the provisions of the Companies Act, 1956, having its Registered Office at H-2, Hauz Khas Village, New Delhi-110016. 3. The Resulting Company , M/s. Ogaan Retail Private Limited was incorporated on 15.09.2017 under the Companies Act, 2013, having its registered office situated at H. No. 4895, Plot No. 99, Ward No. XI, H-2, Hauz Khas Village, New Delhi-110016. 4. It is seen from the records that the First Motion application seeking dispensation from convening the meetings of Shareholders and Creditors of petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as directed in one issue of the Business Standard English Edition on 21.02.2019 as well as in Jansatta Hindi Edition on 20.02.2019, 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 other relevant sectoral regulators in compliance of the order and in proof of the same acknowledgement made by respective offices have also been enclosed. 8. The Regional Director has filed its representation on 27.03.2019 wherein no objection has been raised against the Scheme. It is further stated in the report that Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st 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. 13. In the joint petition it has also been affirmed that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013 or under provisions of Companies Act, 1956 is pending against the Petitioner Companies. It is stated that the appointed date as provided in the Scheme shall be April 1st, 2018. 14. Certificates of respective Statutory auditors of both the petitioner companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s in the interest of both the demerged company and the resulting company including their shareholders, creditors, employees and all concerned. 19. In view of the foregoing, upon considering the approval accorded by the members and creditors of both the Petitioner companies to the proposed Scheme, and the no objection affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, Official Liquidator and Income Tax Department and also as no objection from any quarter against the Scheme has been received; there appears to be no impediment in sanctioning the present Scheme. 20. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013. 21. The Petitioners shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nding by or against demerged company in respect of demerged undertaking, be continued by or against the resulting company; and iv. That all the employees of Demerged company in respect of demerged undertaking, if any, on the date immediately preceding the date on which the scheme takes effect, i.e. the effective date shall become the employees of the resulting company on such date without any break or interruption in service and upon terms and condition not less favorable than those subsisting in demerged company on the said date. v. That Petitioner companies shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Company for registration and on such ce ..... X X X X Extracts X X X X X X X X Extracts X X X X
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