TaxTMI 
TaxTMI 
2026 (1) TMI 167
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....ication under Section 230-232 of the Companies Act, 2013 ('the Act') and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Amalgamation between the Appellant/Applicant Companies. 4. The First Motion Petition before the Ld. Adjudicating Authority came to be numbered as CA (CAA) No. 4/Chd/CHD/2021 (First Motion). The registered offices of Appellant Companies are situated in Chandigarh, therefore, the territorial jurisdiction of both the Appellant companies was/is with the Ld. NCLT Chandigarh Bench. 5. The First Motion approval Order dated 25.05.2022 briefly records the rationale behind the Scheme proposed and placed for the approval of the Ld. NCLT Bench: "a) the Demerged Company and as well as the Resultant Company are the Companies under same management/ same promoter group. b) the Demerged Company is into the business of manufacturing of liquor at two Divisions i.e. Chandigarh Undertaking and Ambala Undertaking (hereinafter referred to as "DEMERGED UNDERTAKING"). While the Resultant Company is a new company and has not commenced its operations, yet, b....
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....herefore, there is no scope for any meeting. c. The meeting of the Unsecured Creditors of the Resultant Company/Applicant Company No. 2 is dispensed with as it has 5 (Five) Unsecured Creditors and the consent of all Unsecured Creditors have been received by way of affidavits." "17. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Companies to file Second Motion Petition with a direction that the Applicant Companies shall make specific prayer for sending notices to the (a) Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, (b) concerned Registrar of Companies and (c) Income Tax Authorities by disclosing the PAN numbers of all the Applicant Companies in the title of the Second Motion Petition. The applicant companies shall also file separate affidavits stating the Sectoral regulators governing the respective companies while filing second motion petition." 7. After the first Motion approval, the Appellant Companies moved a Second Motion Petition bearing No. CP (CAA) No. 47/Chd/2022. The Affidavits from all the concerned gove....
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.... basic compliances for the Reduction of capital of Rock and Storm Bottlers Private Limited (Petitioner Company No.1). Consequently, it is held that the petition for the composite Scheme of Arrangement for Demerger of Demerged Undertaking of Petitioner Company No.1 into Petitioner Company No.2 and for reduction of share capital of Rock and Storm Bottlers Private Limited (Petitioner Company No.1/Demerged Company) is not maintainable." 10. We are of the considered view the Ld. Adjudicating Authority grossly erred while rejecting the Second Motion Petition as the mandate of Section 230 (Explanation) clearly exempts the Appellants/Applicant Companies from complying with the requirements of Section 66 of the Companies Act, 2013. Briefly put, a reading of Section 230 of the Companies Act, 2013 is as following: "230. Power to compromise or make arrangements with creditors and members. - (1) - (11) ...xxxxxxx (12) An aggrieved party may make an application to the Tribunal in the event of any grievances with respect to the takeover offer of companies other than listed companies in such manner as may be prescribed and the Tribunal may, on application, pass such o....
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....firmed in Re: Elitecore Technologies (P.) Ltd. [(2013) 176 Comp Cas 297] and R. Systems International Ltd. Company Appeal (AT) No. 416 of 2017. The Scheme enunciates the rationale for the arrangement of the Appellants which was not taken into consideration by the Ld. NCLT. 14. The Ld. Tribunal wrongly inferred from notices, statutory authorities' NOCs, newspaper publications, shareholder/creditor no- objection affidavits, and statutory auditor certificates that the Scheme pertain only to demerger. In fact, all stakeholders, statutory authorities, public, shareholders, creditors, and auditors, had full knowledge of and consented to the complete Scheme, including Clause 17 on capital reduction. The reduction element was disclosed transparently and approved without objection; any technical lapses cannot justify dismissal of the Petition. The certificate from the Statutory Auditor clearly spelt out that the 'accounting treatment' proposed in the Scheme of Amalgamation is in conformity with the applicable provisions of the Companies Act. 15. It is a matter of record the Scheme copy was circulated to all the departments and the creditors and the Ld. Adjudicating Authority grossly e....