2015 (4) TMI 64

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.... Company with BMC Properties Pvt. Ltd.-petitioner/transferee Company. 2. The registered offices of the Petitioner Transferor Companies and Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of Petitioner Transferor and Transferee Companies, their Authorized, Issued, Subscribed and Paid-up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Petitioners Transferor and Transferee Companies have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies app....

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....o directed to be published in 'Business Standard' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 10th February 2014. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 10. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 24th April, 2014 wher....

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....titioners. 13. The learned Counsel from the Petitioners has relied upon the judgment in the case of Miheer H. Mafatal v Mafatal Industries Limited [1996] 87 Com cases at 818: AIR [1997] SC 506 to contend that where parameters as laid down in the said judgment about the requirements of a scheme for getting sanction for the court are found to have been met, the court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the persons who with their open eyes have given their approval of the scheme, even if in the view of the court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground a....

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.... writing off any liability by the demerged company. Learned counsel for the petitioner submits that the scheme itself provides that the transferee company shall be liable for any liability including any tax liability arising out of merger and further that no liability is being written off by the transferor company. Needless to state that in case of a merger, the transferee company is in any case liable for any tax liability that may arise out of the transaction. Further the statement of the counsel is taken on record that the scheme provides for taking over of all liabilities including income tax liabilities by the transferee company and that no liability is being written off by the transferor company. 16. No objection has been received to....