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TMI Blog2023 (2) TMI 381X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. Abhishek Roy and Mr. Anirudha Madhavan Sethi, Advocates For the Respondent : Mr. Kamal Kant Jha, Senior Panel Counsel, Government of India JUDGMENT KANTHI NARAHARI, MEMBER (TECHNICAL) Preamble: The Present Appeal is filed by invoking provisions of Section 421 of the Companies Act, 2013 against the order dated 16th September, 2021 passed by the National Company Law Tribunal, Mumbai Bench-III, Mumbai in Company Application No.125 of 2021 in C.P. (CAA)/1050/MB/2020, C.P. (CAA)/1051/MB/2020 and C.P. (CAA)/1053/MB/2020 in C.A. (CAA)-1003/230-232/MB/2020 whereby the National Company Law Tribunal (in short NCLT ) rejected the prayer of the Appellant. Brief Facts : Appellant s Submissions : 2. The Learned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , means 1st April 2019; Effective Date means the last of the dates on which the certified or authenticated copies of the orders of the National Company Law Tribunal sanctioning the Scheme are filed with the Registrar of Companies, Mumbai by both the Transferor Companies and by the Transferee Company. Any references in this Scheme to the date of coming into effect of this Scheme or effectiveness of this Scheme or Scheme taking effect shall mean the Effective Date; Further, the Petitioners may be asked to comply with the requirements and clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs. 5. It is submitted that the Board of Directors of the Company have p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Definitions, the Effective Date means the last of the dates on which the certified or authenticated copies of the orders of the National Company Law Tribunal sanctioning the scheme are filed with the Registrar of Companies, Mumbai by both the Transferor Companies and by the Transferee Company. Any references in this scheme to the date of coming into effect of this scheme or effectiveness of this scheme or Scheme Taking Effect shall mean the effective date. 8. From the Definitions, the appointed date is specifically mentioned as 01.04.2019 therefore, while sanctioning the scheme the effective date cannot be taken into consideration and there is no reason to take into consideration the effective date for the purpose of sanctioning ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... With the aforesaid, it is settled legal position that while exercising its powers in sanctioning a scheme of amalgamation, the Court / Tribunal has to examine as to whether the provisions of the statute have been complied with. The Court / Tribunal would have no further jurisdiction to sit in Appeal over the commercial wisdom of the shareholders of the Company . 16 . With the aforesaid reasons, we of the considered view that the exercising jurisdiction by NCLT Mumbai to modify the Appointed date from 07.10.2017 to 01.04.2018 in the facts of this case was unwarranted. Thus, the impugned order so far as the modification of Appointed Date is concerned is set aside and the Appointed Date as per scheme is fixed 07.10.2017, which is approv ..... X X X X Extracts X X X X X X X X Extracts X X X X
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