9911796707
TMI Blog2009 (5) TMI 538X X X X Extracts X X X X X X X X Extracts X X X X ..... in Power Systems Private Limited in the State of Madhya Pradesh with effect from 28-11-1996. Subsequently, name of the petitioner-company was changed to the present name, i.e..... M/s. VA Tech Hydro India Private Limited with effect from 26-6-2007 and after change of name a fresh certificate of incorporation was issued by the Registrar of Companies, Madhya Pradesh and Chhattisgarh. Shortly after its incorporation, it is stated that the first petitioner/ transferee-company had commenced its business and at present it is carrying out the following business activities: "manufacture, design, development, engineering, marketing, import and export, purchase, sale, lease, repair, consultancy, contracting, execution and project engineering, distribution, agency or otherwise deal in all kinds of products, plants, systems and services related to the generation, distribution and utilization of power and energy". It is pointed out that under clause 44 of the Memorandum of Association, a provision is made for the petitioner-company to amalgamate with any other company having objects altogether or in part similar to that of the petitioner-company or otherwise. Copies of Certificates of Incorpor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ght only). It is submitted that all the Creditors, namely, Secured, Unsecured and four banks [set out in clause (ii) above] have provided their consent to the Scheme being sanctioned by this Hon'ble Court without any modification/amendment. Copies of the List of Secured Creditors as on 31-10-2008, duly certified by M/s. Tarun Jaggi & Associates, Chartered Accountants along with individual letters of consent are annexed with the Company Petition as Annexure P/11 and are available at page Nos. 281 to 289 of the petition; and, a List of Unsecured Creditors as on 31-10-2008 again duly certified by M/s. Tarun Jaggi & Associates, Chartered Accountants is annexed with the Company Petition as Annexure P/12 and are available at page Nos. 290 to 295 of the petition. Further copies of the List of Banks together with amount of guarantees issued as on 31-10-2008 again certified by M/s. Tarun Jaggi & Associates, Chartered Accountants is annexed with the Company Petition as Annexure P/13 and are available at page Nos. 296 to 300 of the petition. 5. It is further stated that VA Tech Escher Wyss Flovel Private Limited, the second petitioner/transferor-company, was originally incorporated as Flov ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Shares (other than Equity Shares), as on date. The second petitioner/transferor-company has neither issued nor agreed to issue any debentures. 7. It is further stated that as on 31-10-2008, the second petitioner/transferor-company has seven Equity Shareholders and all the Shareholders have given their consent to the implementation of the Scheme without any modifications/amendments by individual letters of consent. A copy of the List of Shareholders as on 31-10-2008 duly certified by M/s. Tarun Jaggi & Associates, Chartered Accountants along with individual letters of consent are annexed with the Company Petition as Annexure P/14 and are available at page Nos. 301 to 357, of the petition. 8. According to the averments made in this petition, which is found to be correct, as on 31-10-2008, the second petitioner/transferor-company has the following creditors namely :- (i)Five Secured Creditors representing Secured Credit of Rs. 3,06,60,727 (Rupees three crore six lakhs sixty thousand seven hundred twenty seven only). (ii)Second petitioner/transferor-company has sanctioned working capital limit from four banks namely: State Bank of India - Overseas Branch; ICICI Bank; IDBI Bank; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ities of the petitioner/ transferor-company and the said Scheme will not adversely affect the rights of any of the creditors of the petitioner-companies in any manner whatsoever, and due provisions have been made for payment of all liabilities as and when the same fall due in ordinary course of business. The exchange ratios of the shares of the petitioner/ transferor-company for shares of the petitioner/transferee-company have been fixed on a fair and reasonable basis based on the structure of the Scheme as proposed and based on the Report submitted by independent valuers, viz., M/s. Tarun Jaggi & Associates. Copies of the Valuation Report is annexed as Annexure P/9, available at pages 239 to 256. 11. This petition has been filed by the petitioner seeking orders for dispensing with the meeting of the shareholders of secured creditors and for convening and holding a meeting of its unsecured creditors. 12. This Court vide order dated 19-2-2009 dispensed with convening and holding of the meeting of the shareholders and secured creditors of the companies in question and directed convening and holding of a meeting of the unsecured creditors of the companies on 28-3-2009, at 10.00 AM ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sanctioning the Scheme, by this Court. The Regional Director in his Report has indicated that the Scheme is not prejudicial to the interests of shareholders and public. 15. The Official Liquidator has also submitted his report, wherein he has stated that the affairs of the second petitioner/transferor-company are not conducted in a manner prejudicial to the interests of shareholders and public and that the Scheme is not prejudicial to the interests of share-holders and public. 16. Having considered the entire material available on record, including the report and affidavits filed, it is seen that no objection is raised by the Regional Director with regard to affairs of the petitioner's company. It is also seen from the records that no proceedings are pending under sections 235 to 251 of the Act either against the Companies and no individual has objected to sanction of this Scheme in spite of notice issued by wide publication in three newspapers. That being so, it seems that there is no impediment or objection in the matter of approving the Scheme. On due consideration of the reports and other material available on record, this Court is of the view that the Scheme cannot be termed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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