TaxTMI 
TaxTMI 
2024 (3) TMI 1241
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.... for Incom tax department/R-2. ORDER ( Hybrid Mode ) This appeal is filed against an impugned order dated 23.02.2023 passed by the Ld. National Company Law Tribunal, New Delhi, Bench-V in C.P. (CAA)/60/(ND)2022 in C.A.(CAA)/112/(ND)2021. 2. The Appellants have assailed the impugned order on the ground it has been passed without considering the relevant clauses of the scheme of amalgamation. It is stated the composite scheme of amalgamation between the Appellants, Digicontent Ltd., Next Mediaworks Ltd. and HT Mobile Solutions Ltd. with their respective shareholders and creditors under Section 230-232 of the Companies Act read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 contemplated the amalgamation of the Tran....
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....s further clarified that for the purpose of Part A, Part E and Part F of this Scheme, the term Transferor Company or the Transferor Companies shall be construed accordingly. 23.1. In the event any of the sanctions and approvals as referred to in Clause 22 of the Scheme is not obtained or complied with or satisfied, or, if for any other reason, any Part of this Scheme cannot be implemented, such Part of this Scheme shall automatically stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder, or as to any rights and liabilities which might have arisen or accrued pursuant thereto, and which shall be governed and be preserved or worked out as is specifically pr....
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....pplication. 7. In compliance with the first motion order, all the three companies, Digicontent, HTMS and HT Media, convened meetings of their respective shareholders, secured creditors, unsecured creditors and also notified the relevant authorities. As a result, the scheme stood approved qua HTMS and HT Media viz the Appellants with requisite majority shareholders and creditors. However, the scheme was not approved by the requisite majority of public shareholders of Digicontent as well as the requisite majority of public shareholders of NMW. 8. Thus in terms of clause 1.2.2 and 23.1 of the scheme, it is urged Part B and C dealing with amalgamations of Digicontent and NMW with HT Media, stood automatically revoked and cancelled, having no ....
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....ll the three companies. 11. It is the submission of the Ld. Sr. Counsel for the Appellant the schemes were separable as per provisions of the composite scheme of the amalgamation filed viz Annexure -2, annexed with the appeal. 12. We have gone through the impugned order and it doesn't discuss if the scheme of amalgamation was separable as pointed out in clauses no. 1.2.2 and 23.1 (supra). The impugned order is completely silent on these clauses. 13. 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 o....