Case Note & Summary
The case involved an appeal against the approval of a scheme of arrangement and amalgamation between M/s. Shasun Leasing and Finance Private Limited and M/s. Axxelent Pharma Science Private Limited. The Appellant, the Office of Assistant Commissioner of Income Tax, challenged the order of the NCLT dated 10.03.2026, claiming that their objections submitted on 23.08.2025 were not considered. The Appellant argued that the scheme aimed to transfer reserves without distributing them to shareholders, potentially avoiding dividend tax. The NCLT had sanctioned the scheme after considering objections and found it not detrimental to the interests of the companies involved. The Appellant's objections were deemed anticipatory, and the Tribunal noted that the scheme did not preclude the Income Tax Department from pursuing any tax liabilities. The Tribunal highlighted that the Appellant's interests were protected under the provisions of the Income Tax Act. Ultimately, the Tribunal dismissed the appeal, stating that the lack of consideration of the objection did not render the order invalid, as no immediate prejudice was demonstrated. The decision emphasized that the Appellant retained options to protect their interests regarding tax liabilities (Paras 1-13).
Headnote
A) Company Law - Scheme of Amalgamation - Consideration of Objections - Companies Act, 2013, Section 232 - The Appellant contended that their objections regarding the scheme were not considered by the NCLT, which could vitiate the order. The Tribunal found that the objections were anticipatory and that the interests of the Appellant were safeguarded, thus upholding the NCLT's order. Held that the appeal was dismissed as no immediate prejudice was established (Paras 4-13).
Issue of Consideration
Whether the objections raised by the Appellant were adequately considered by the NCLT in approving the scheme of amalgamation.
Final Decision
The appeal was dismissed as the Tribunal found no immediate prejudice caused by the NCLT's order. The Appellant's objections were deemed anticipatory, and their interests regarding tax liabilities were safeguarded.
Law Points
- Scheme of arrangement
- amalgamation
- objections
- Income Tax Act
- 1961
- Companies Act
- 2013
