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TMI Blog2024 (3) TMI 1241X X X X Extracts X X X X X X X X Extracts X X X X ..... eparable as pointed out in clauses no. 1.2.2 and 23.1. The impugned order is completely silent on these clauses. Even otherwise, section 231(1) (b) of the Companies Act duly empowers the Ld. NCLT to exercise discretion to give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for the proper implementation of the compromise or arrangement . The Ld. NCLT was thus duly vested with sufficient powers under the Companies Act, to even partly sanction the scheme. The impugned order dated 23.02.2023 is set aside - the Ld. NCLT, New Delhi Bench is directed to revisit the application of second motion in the light of the observations made by this Tribunal above and after con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the Transferor Company with the Transferee Company [HTMS with HT Media]; (ii) Part B dealing with amalgamation of Digicontent with the Transferee Company, and (iii) Part C dealing with amalgamation of NMW with the Transferee Company. 3. Reliance is placed on Clause No. 1.2.2 of the scheme and further, Clause 23.1 of the scheme, as under: 1.2.2. Notwithstanding, anything contained in this Scheme, if for any reason any Part of this Scheme being Part B or Part C or Part D of the Scheme is found to be unviable or unworkable qua the relevant Transferor Company or cannot be effected together with other Parts of the Scheme in a consolidated manner including on account of non-approval of the Scheme by the Appropriate Authority or by requisite ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds of the relevant Transferor Companies and Transferee Company, affect the validity or implementation of the other Parts of this Scheme . 4. It is submitted by the Ld. Sr. Counsel for the Appellant the scheme was structured in a manner the shares of the transferor Company i.e. (HTMS) i.e. the Appellant held by the shareholders will be swapped with those of the transferee Company based on a pre-determined ratio, except for the shares of the transferor company held by the transferee company which shares are intended to be cancelled. It is pertinent to note the share swap ratio as determined by the registered valuer for the respective Parts B, C and D are completely distinct and independent of one another. 5. Since the registered office of Dig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er Sections 230-232 of the Companies Act read with Rule 15 of the CAA Rules seeking sanction of the scheme with respect to HTMS and HT Media, i.e. the scheme excluding parts B and C thereof. The operative portion of the prayer clause in the second motion is as follows: The Transferor Company/Applicant No.1 and Transferee Company/Applicant No. 2 therefore pray: A. Sanction the Scheme of Amalgamation of HT Mobile Solutions Limited i.e., the Transferor Company with HT Media Limited i.e., the Transferee Company as per Annexure-1 and declare the same to be binding with effect from the Appointed Date i.e. 1 April 2020 on the Applicant Companies, their shareholders, creditors and all concerned without any further act, deed or thing; and B. Pass or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tment Company Pvt. Ltd. vs. Ankit Mittal wherein vide order dated 07.09.2022 in Civil Appeal Nos. 2022-2023/2022 the Hon ble Supreme Court was pleased to set aside the order of this Tribunal and confirm the scheme of amalgamation in part as approved by the Ld. NCLT. 15. Admittedly, OL as well as IT department have given no objections for the partial acceptance of the scheme. 16. In the aforesaid circumstances, while setting aside the impugned order dated 23.02.2023 we direct the Ld. NCLT, New Delhi Bench to revisit the application of second motion in the light of the observations made by this Tribunal above and after considering the observations/clarifications of Regional Director, may dispose of the petition in accordance with law within s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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