NCLT JUDGEMENT ON SECTION 133, 230, 231, 232, 233, 234 OF THE COMPANIES ACT, 2013


Carlton Overseas Private Limited Vs. Carlton Retail Private Limited, (2020) 05 NCLT CK 0003

NCLT allowed the application filed by the applicant under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred as "Act, 2013") r/w 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 Arrangement outlining the Demerger of (Demerged Undertaking) of Demerged Company into Resulting Company. While allowing the application NCLT held that in the case of Hindustan Lever Employees Union V. Hindustan Lever Limited (1994) 10 SC CK 0036 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.' Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules.

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