TaxTMI 
TaxTMI 
2019 (12) TMI 1383
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....der Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval of the Scheme of Amalgamation of all the transferor companies with the transferee company. Copy of the said Scheme of Amalgamation (hereinafter referred as "Scheme") has been placed on record. 2. The "Transferor Company No. 1", M/s. Bermuda Insurance Brokers Private Limited, is a private company incorporated under the provisions of the Companies Act, 1956 on 4th December, 1980 and presently has its registered office at 105 Ashoka Estate, 24 Barakhamba Road, New Delhi- 110001. 3. The "Transferor Company No. 2", M/s. Neha Cr....
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....ons of the Companies Act, 1956 on 30th May, 1980 and presently has its registered office at 105 Ashoka Estate, 24 Barakhamba Road, New Delhi - 110001. 9. A perusal of the petition discloses that initially the First Motion joint application seeking directions for convening or dispensing with the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of all the petitioner companies was filed before this Bench vide Company Application (CAA) No. 184 /(PB) /2018 and based on such joint application moved under Sections 230 to 232 of the Companies Act, 2013, the meetings of the equity Shareholders, secured creditors and unsecured creditors of all the petitioner companies were dispensed with vide order dated 07.12.2018. 10....
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.... said report the Regional Director has not raised any specific objection against the Scheme. The same fact has been duly recorded in the order dated 19.11.2019 passed by this Bench. 13. The Official Liquidator has filed its report wherein no material objection has been raised by them in relation to the Scheme. It is submitted in the report that the official liquidator has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner. It is further submitted that the affairs of the all the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 14. Despite several opportunities afforded no response has b....
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.... Section 230-232 of the Companies Act of 2013 will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors. 19. In the case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited (1995) 5 SCC 491 the three Judges Bench of Hon'ble Supreme Court held that: "A company court does not exercise appellate jurisdiction over a scheme and its jurisdiction is limited to ascertaining fairness, justness and reasonableness of the Scheme and to ensure that neither any law has been violated or public interest compromised in the process." 20. Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, i....
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....ng the Scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. 28. THIS TRIBUNAL DO FURTHER ORDER i. That all the Transferor Companies shall stand dissolved without following the process of winding-up; and ii. That all the property, rights and powers of all the Transferor Companies, he transferred without further act or deed, to the transferee company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transfer....