2019 (10) TMI 1413

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..... HELD THAT:- In view of the stand taken by the parties and taking into consideration the facts of the case, the impugned order passed by the National Company Law Tribunal Mumbai Bench is set aside. If the Appellant Companies proceeds further, it should follow the procedure enshrined in Section 230-232 of the Companies Act, 2013 and other provisions as required to be followed under the Law incl .....

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..... UFO Moviez India Ltd. (Appellant herein), into QDCPL businesses that are non-synergic were left behind in QCTPL . Subsequently, MPL merged into QDCPL resulting dissolution of MPL . The Intellectual property rights of the demerged entity, QCTPL would vest in QDCPL along with the nil value intellectual property rights of MPL . All shareholders in QCTPL and MPL were allotted shares in .....

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..... UFO issues shares to the shareholders of QDCPL . IPR flowing from QCTPL (through QDCPL ) to UFO is transferred to PJSA by way of a slump sale. The aforesaid scheme was approved by all the parties to the Scheme, including by the shareholders of QCTPL included the approval of shareholders of QCTPL who would be provided an exit from QDCPL pursuant to the scheme. The decision r .....

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..... was not required to be noticed for determination of merger u/s 230-232 of the Companies Act, 2013. The said order is under challenge in these Appeals. Director (Legal Prosecutor), Ministry of Corporate Affairs appearing on behalf of Union of India . He accepts that the ground given for rejection in the impugned order dated 21st January, 2019 were uncalled for and the Tribunal was only requir .....

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..... Bench. If the Appellant Companies proceeds further, it should follow the procedure enshrined in Section 230-232 of the Companies Act, 2013 and other provisions as required to be followed under the Law including the permission from the Income Tax Department and requirement, if any, from SEBI and if procedure required to be followed under Accounting Standard so as to ensure that the shareholders .....

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