TMI Blog2013 (4) TMI 924X X X X Extracts X X X X X X X X Extracts X X X X ..... ms of Part-III of the Scheme to a Trust and the petitioner No.1 shall be amalgamated with the petitioner No.2 in accordance with Part-IV of the Scheme. The relationship between the petitioner companies is that of holding and subsidiary companies. The petitioner No.1 holds about 93% of the paid up share capital of the petitioner No.2. By an order dated May 11, 2012 this Court dispensed with the convening and holding of the meeting of the equity shareholders of the petitioner No.1 as all the equity shareholders of the petitioner No.1 had given their written consent and approval to the scheme. The convening and holding of the meeting of the sole secured creditor of the petitioner No.1 who had consented to and approved of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tandard and Aajkal and for hearing of the petition. No creditor or member of either of the petitioner companies came forward to oppose the said scheme. Notice was also given to the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata who filed an affidavit affirmed on January 11, 2013 and submitted 4 observations on the scheme. The first objection was with regard to the scheme containing two appointed dates namely April 1, 2011 and October 1, 2011. The petitioner companies by their letter dated December 20, 2012 addressed to the said Regional Director conveyed their agreement to keep October 1, 2011 as the appointed date. Another point raised was with regard to the transfer of the investment division of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of Section 77 of the Act as there is no financial assistance being provided by the petitioner No.1 for acquisition by the Trust of shares in the petitioner No.1. With respect to the fourth and last observation of the Regional Director the petitioners say that the secured creditors of the petitioner No. 1 have already given their consent in writing to the proposed Scheme and the secured creditors of the petitioner No. 2 have approved the Scheme in the meeting which was held pursuant to direction of the Court and as such the observation sought to be raised by the Regional Director is of no relevance. Before the final hearing, the petitioner companies by a supplementary affidavit affirmed by Mr. Debi Prasad Patra and M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Division of the petitioner No.1 to an Investment Trust, the Scheme cannot be termed to be a compromise or arrangement within the meaning of Sections 390 and 391 of the Act. Accordingly, the observation of the Regional Director in this regard is misplaced. The third observation of the Regional Director is also without substance as no financial assistance is being provided by any of the petitioner companies to the Investment Trust to acquire shares in any of the petitioner companies. As the observations of the Regional Director have been duly answered, there appears to be no impediment to the sanction of the scheme. Since the petitioners have agreed to retain only one Appointed Date in the Scheme being October 1, 2011 and the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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