TMI Blog2006 (5) TMI 198X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany Affairs, NOIDA (UP) and also directed for publication of the same in two Newspapers- Rajasthan Patrika, Kota Edition and the Times of India, Jaipur Edition. The hearing of the petition was notified to be 8-3-2006. 3. The notices were sent for publication on 6-2-2006 to the Editors of Rajasthan Patrika and Times of India. The notice in the Rajasthan Patrika was published on 11-2-2006, whereas it was published in the Times of India on 10-2-2006. In response to the notice the Regional Director sent his affidavit/objections to the sanction of Scheme of Arrangement between the petitioners through Official Liquidator. 4. The Regional Director in relation to clause 2( a ) of Part II of the Scheme of Arrangement stated that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d-up in respect of the 35,390 forfeited equity shares of Rs. 10 each. The transferee company has an authorised share capital of rupees one crore only. All the shares issued by the transferee company are held by Sutlej Industries Limited. The petitioner transferee company is a wholly owned subsidiary of the petitioner transferor company. 6. The petitioner companies have sought approval of Scheme on the following grounds "( a )The proposed arrangement would result in enhanced operational focus. ( b )The arrangement would result in the optimum utilisation of available resources. This would help in reducing the operating and administrative cost and thus would enable the petitioner company to meet its business requirements in an effic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m holding the meetings. By the order of this Court dated 17-11-2005, in the Company Application No. 74 of 2005 directed the petitioner transferor company to convene meetings of the preference shareholders and secured creditors of the company for the purpose of considering and, if thought fit approving with or without modifications, the said Scheme of Arrangement and the said order directed that Shri Manoj Pareek, Advocate should act as Chairman of the said meetings and should report the result thereof to this Court. This Court dispensed with the holding of the meetings of equity shareholders and unsecured creditors of petitioner/transferor company as well as meeting of the equity shareholders of petitioner transferee company. In response to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the provisions of the Companies Act, 1956 as well as normally accepted accounting principles, since surplus arising out of the Scheme of arrangement, i.e., arrangement/amalgamation reserve is of capital nature and cannot be considered as general reserve as the same (general reserve) is free for distribution to the Shareholders of a company in the form of dividend/bonus shares whereas arrangement/amalgamation reserve cannot be utilized for distribution to the shareholders. It is, therefore, submitted that the aforesaid clause may be not be allowed by this Hon ble Court. (Para 4.1) ( iv )That it is submitted that the Hon ble Court may kindly consider the submissions made in Para 4.1 herein above and decide the case on its merits ..... X X X X Extracts X X X X X X X X Extracts X X X X
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