NCLT held that considering the objection of the dept that the scheme of amalgamation is a deliberate measure to avoid tax burden and is an ‘Impermissible Avoidance Agreement’ because it results in avoidance of Divided Distribution Tax (DDT), tax on business profits and MAT u/s. 115JB etc has merit. The scheme is not in public interest & cannot be sanctioned. Incidentally the bench also noted that the common Promoters of petitioner companies are prima-facie required to comply with the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. As per the report of the Income Tax Department, the proposed scheme would amount to transfer/sale of shares. NCLT held that the schme appears to be un fair , unreasonable and is not in the interest , accordingly the propsedschme was not sanctioned. (CSP No. 995 of 20 1 7 AND CSP No. 996 of20 17 In CSA No. 791 & 792 Of 2017, dt. 30.08.2018)