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TMI Blog2012 (8) TMI 250X X X X Extracts X X X X X X X X Extracts X X X X ..... ter, the name was changed to Fast Track Technologies Private Limited with effect from 4.10.2007. The name of the Transferee Company/Resultant Company was again changed to Cyberoam Technologies Private Limited in 20.6.2011 and a fresh certificate of incorporation was issued thereafter. The Transferee Company/Resultant Company, namely, Cyberoam Technologies Private Limited is a wholly owned subsidiary of the Transferor Company/Demerged Company, namely, Elitecore Technologies Private Limited. The Board of Directors of both the Transferor Company/Demerged Company and the Transferee Company/Resultant Company, passed resolutions at their respective Board Meetings and unanimously approved the Scheme of Arrangement on 15.3.2012. The Transferor Company/Demerged Company has one secured creditor and eighteen unsecured creditors, each of which have provided their consents in writing to the Scheme of Arrangement between the Companies and the same has been placed on record. The Transferee Company/Resultant Company does not have any outstanding creditors, which stands certified by the certificate of the Chartered Accountant. The shareholders of both the Transferor Company/Demerged Company as well ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion came up for hearing before the Court on 3.4.2012, whereby this Court granted such dispensation. 5. Similarly, the Transferee Company/Resultant Company filed a Company Application No. 132 of 2012 for seeking dispensation of the meeting of equity shareholders, on the basis of written consents to the proposed scheme. The said Company Application came up for hearing before the Court on 3.4.2012, whereby this Court granted such dispensation. 6. The present petitions were admitted by this Court on 10.4.2012. They were duly advertised in the newspapers of Ahmedabad Edition, namely 'Sandesh' - Gujarati Daily and 'Indian Express' - English Daily on 13.4.2012. Publication in the Government Gazette was dispensed with. An affidavit of publication was filed on 18.4.2012, confirming the said publication. No one has come forward with any objection to the said petitions after the publications. 7. In the interregnum, Speaking to Minutes were also filed by both the Transferor Company/Demerged Company and the Transferee Company/Resultant Company/seeking deletion of paragraph 7 in both the orders passed in Company Petitions, whereby notice was directed to be issued to the Office of the Officia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... capital aggregating to Rs. 41,00,00,000/- divided into 4,10,00,000 equity shares of Rs. 10 each would stand transferred to the Resultant Company, thereby increasing the authorised share capital of the Resultant Company to Rs. 41,10,00,000/-, divided into (i) 1,61,00,000 equity shares of Rs. 10 and (ii) 2,50,00,000 Compulsorily Cumulative Convertible Preference Shares of Rs. 10 each. It has also been submitted that such transfer of authorised capital and consequent increase in the share capital of the Resultant Company has been undertaken under Section 391 to 394 of the Act, which are a complete code. Thus, having duly complied with the provisions of Section 391 to 394 of the Act and obtained due consent from the shareholders and creditors, the Petitioner Companies viz., the Demerged Company and the Resulting Company have duly adhered to, and complied with, the provisions of the Act and any further compliances as sought by Sections 94 and 97 r/w Section 192 of the Act are necessitated. It has further been submitted that the Transferor Company/Demerged Company has increased its authorised share capital after having duly complied with the provisions of the Act and the Bombay Stamp Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s' fund comprising of Share Capital, reserves and surplus will have to be reduced or utilized, as the case may be. In any case, the shareholders have approved the Scheme, therefore, this objection may not be countenanced. Further, reconstruction entails business-wise bifurcation, which is within the purview of the arrangements contemplated under Sections 391 to 394 of the Companies Act and the same is permissible. Regarding the second, third and fourth objections, the learned Senior Advocate has submitted that Section 391 is a complete code in itself and once the Scheme of Arrangement falls squarely within the four corners of this section, it can be sanctioned, even if it involves doing acts for which the procedure is specified in other sections of the Companies Act. It is submitted that it is now established and accepted in a number of cases by various High Courts and this Court that the principle of Single Window Clearance permits all other formal requirements of the Companies Act, such as approval of change of objects or any other alteration of the Memorandum of Association and all other consequential or incidental changes required for implementing the Scheme, to be formalized i ..... 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