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NCLT Chandigarh approves Merger of Air India & Vistara

NCLT Chandigarh Bench comprising Sh. Harnam Singh Thakur (Member Judicial) and Sh. L.N. Gupta (Member Technical), vide its order dated: 06.06.2024 duly observed that in view of approval by creditors and shareholders of all the Petitioner Companies together with no objections received on behalf of all the statutory bodies involved, there lies no impediment in sanctioning the scheme among Petitioners Companies and their respective shareholders under Sec 230 to 232 and other relevant provisions of the Companies Act, 2013. 

It is however made clear that aforesaid Sanction shall not mean any exemptions from payment of taxes before any statutory bodies and under relevant laws including that of the Income Tax Act, 1961. It is further clarified that in case of any deficiency, violations of any sort by the Petitioner Companies, in such an event the Sanction shall not come in way to the relevant authorities from taking their course of actions.

The Tribunal also noted down certain conditions as part of the said Sanction, which are explained  as under:-
  • The sanction being effective from date of amalgamation i.e. 29.11.2022, the transferor companies stands automatically dissolved and further approvals from agencies like FDI, security clearances required under relevant CAR's issued by DGCA /MCA /or others within a period of 9 months from date of this order.
  • Benefits, concessions, incentives which Transferor Company under Customs Act, GST, Income Taxes and other laws, is entitled be automatically stands transferred to the Transferee Company.
  • All the contracts which the Transferor Company has entered into before the effective date stands replaced with the Transferee Company as if it had entered with it.
  • All the liabilities in the name of the Transferor Company stood replaced in name of Transferee Company and any/all cases pending in name of Transferor Company be dealt with as if it had initiated against the Transferee Company.

Brief facts

The company petition jointly preferred by the Transferor Company and its shareholders U/s 230 to 232 and other relevant provisions of the Companies Act, 2013 for approval of "Composite Scheme of Arrangement".

Earlier a first motion application been filed, for convening the meeting with shareholders, creditors (secured as well as unsecured) which was allowed vide order dated: 21.07.2023.

Subsequent to this, Second Motion was also filed, which has been approved by 100% Secured Creditors

Court notices were also sent to various other departments like Income Tax, RBI, Ministry of Civil Aviation and other relevant departments.
All the departments through their respective replies showed that they have no objection in case the Composite Scheme gets approved.

In light of the above, the Composite Scheme of Arrangement" stands approved.

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