AI Drafter 
TaxTMI 
TaxTMI 
2018 (1) TMI 1410
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....lders, secured and unsecured creditors of the petitioner-companies was filed before the hon'ble High Court of Delhi in Company Application (M) No. 77 of 2016. The High Court vide its order dated May 30, 2016 was pleased to direct convening of meetings of the shareholders, unsecured creditors and secured creditors of both the petitioner-companies. 3. Subsequent to the above order dated May 30, 2016 the petitioner-companies preferred the instant petition before the High Court which vide its order dated August 9, 2016 directed them under sections 230 to 232 of the Companies Act, 2013 read with relevant Rules in connection with the scheme, to issue notice in the second motion petition to the Regional Director, Northern Region, Ministry of Corporate Affairs, Registrar of Companies, Income-tax Department, the official liquidator and to such other sectoral regulators who may govern the respective companies involved in the scheme. The petitioner-companies, in compliance with the aforesaid order published the notice of the petition in Business Standard (English, Delhi edition) and Business Standard (Hindi, Delhi edition) on August 24, 2016 inviting objections to the scheme. 4. The....
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....he scheme and the same shall be retained in the demerged company. Pursuant to the "Capital Tower Project" now being retained by the demerged company and being excluded from the definition of the demerged undertaking, the following clauses shall stand substituted to ensure compliance with section 2(19AA) and section 72A(4) of the Income-tax Act, 1961 : Clause 1(vii)(C)(b) of the scheme shall stand substituted with "accumulated losses and unabsorbed depreciation to the extent attributable to the demerged undertaking in accordance with the provisions of section 72A(4) of the Income-tax Act". Clause 3.6 of the scheme shall stand substituted with subject to consent of the debenture holders, in so far as the 22,600 non-convertible debentures of the face value of rupees one million (INR 1,000,000) each issued by the demerged company is concerned, upon coming into effect of the scheme, the face value of each such debentures shall without further act or deed be reduced by rupees three hundred and seven thousand eight hundred seventy six (INR 307,876) so that the face value of each such debenture shall stand reduced to rupees six hundred ninety two thousand one hundred twen....
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....should result in dismissal of the petition and declining of approval of the scheme of demerger. Even in the second motion, the misrepresentation, concealment and suppression of the aforesaid fact has continued. In support of his submission, learned counsel has placed reliance on the judgments of the Supreme Court in the cases of Bhaskar Laxman Jadhav v. Karamveer Kakasaheb Wagh Education Society reported in [2013] 11 SCC 531 and Dalip Singh v. State of Uttar Pradesh reported in [2010] 2 SCC 114. According to learned counsel, the payment of Rs. 40 crores has not been received fully as TDS has been illegally deducted approx. amounting to Rs. 59 lakhs. * The other submission made by learned counsel is that arbitration proceedings are still pending as the property as per the award has not been transferred to the objector-applicant. In that regard, reference has been invited to annexures P-VII and VIII appended with C. A. No. 77 of 2016. Our attention has also been drawn to annexure P-IX dated October 17, 2016 showing that arbitration has recommenced. It was then submitted that the aforesaid action of the petitioner suffers from mala fide in order to avoid iss....
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....es as per Schedule "A", attached with the agreement, situated in its "Capital Tower 1 Project", Sector 26, MG Road, Sikanderpur, Gurgaon in favour of the objector or its nominees. Accordingly, buyer agreement was signed and its possession is to be handed over within 36 months, which expires on May 17, 2019. Our attention has been drawn to the buyers agreement dated May 18, 2016 and its clause 17 underneath the sub-heading "possession". Learned counsel, then submitted that the list of creditors as per the scheme was given. The meeting of the board of directors of the companies was held on May 11, 2016 and the arguments on the first motion were heard on May 18, 2016. The order was pronounced on May 30, 2016 by the hon'ble Delhi High Court (annexure A9). The audited balance-sheets as on March 31, 2015 were filed and the list of creditors were also filed. On the aforesaid date, the objectors were not even the creditors of the company as no such award based on settlement was announced. In any case, the objectors were free to file objections in pursuance of notices published in the press at the time of first motion. Therefore, there is no question of any concealment, suppres....