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TMI Blog2021 (11) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... sanction is hereby granted to the Scheme of Arrangement proposed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013. The sanctioned Scheme of Arrangement shall be binding on the Transferor Company and Transferee Company (the Applicant/Petitioner Companies) and their Shareholders and Creditors. The Petitioner Companies shall remain bound to comply with the statutory requirements in accordance with law - Application allowed. - Company Petition No. (CAA)-45 (ND)/2021 in Company Application No. CA (CAA)-122 (ND)/2019 - - - Dated:- 26-10-2021 - Dharminder Singh, Member (J) And Sumita Purkayastha, Member (T) For Appearing Parties: Anurag Ojha, Shivam Malhotra, Shanakri Mishra, Hemlata Rawat and Aayushmaan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor' and Transferee' Companies together are called 'Petitioner Companies' hereinafter. That the Registered offices of both the Companies being in Delhi, the jurisdiction lies with this Bench. 5. It is submitted by the Petitioner Companies that the Transferee Company will issue shares to the shareholders of the Transferor Company after this Scheme becomes effective in the following consideration as per clause 6 of the Scheme: Upon part C of this Scheme becoming effective and in consideration of vesting of the Demerged Undertaking of the Transferor Company in the Transferee Company in terms of this Scheme, the Transferee Company shall, without any further application, act or deed, issue and allot: a. (one) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holders to Transferor Company shall rank pari-passu in all respects with the existing transferee Company equity shares. 1.2 The Board of Transferee Company shall, if and to the extent required, apply for and obtained any approval from concerned appropriate authority and to undertake necessary compliance for the issue and allotment of equity shared to the Transferor Company Equity holders, but is not duly obtained after all condition precedent have been satisfied as the case may be. 1.3 Approval of this scheme by the equity shareholders of Transferee Company shall be deemed to be in the due compliances of the provisions of the section 42, section 55 and other relevant and applicable provision of the act and rules made thereunder fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other Objector(s), if any, and also for publication of the said Scheme. Directions were issued, vide Order dated 24.03.2021 passed by this Tribunal, requiring the petitioner companies to carry out necessary publication in Indian Express (English, Delhi edition) and Jansatta (Hindi, Delhi edition) newspapers with respect to the said Scheme. It was also directed that the notices shall be served on the Central Government, Registrar of Companies NCT of Delhi Haryana, Regional Director (Northern Region) MCA, Income Tax Authorities, Official Liquidator, and to such other Objector(s), if any. 9. It is submitted by the Petitioners that in compliance of the above stated directions, the Petitioners have duly filed an Affidavit of Service co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidator, the report has been filed on 03.05.2021 submitting as follows: 15. That the Official Liquidator on the basis of information submitted by the Petitioner Companies is of the view of that the affairs of the aforesaid Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interests as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable. 13. In view of the foregoing facts and discussion and upon considering the approval accorded by the Members and Creditors of both Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Regional Director, income Tax Department, Officia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies against tax treatment in accordance with the provisions of Income Tax Act, 1961. 16. THIS TRIBUNAL FURTHER DIRECTS with respect to Transferor company and Transferee company, that: i. That all the property, rights and powers of the demerged undertaking of transferor company be transferred without further act or deed to the transferee company and all the and accordingly the same shall pursuant to section 232 of the Act, be transferred to and vest in the resulting company for all the estate and interest of the transferor company therein but subject nevertheless to all charges now affecting the same; and ii. That all the liabilities and duties of the demerged undertaking of transferor company be transferred without furthe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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