TMI Blog2015 (4) TMI 64X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner has contended that similar petition has been filed in respect of two companies, which are identically situated and whose promoters and directors are same and in one of the companies a secured creditor being a foreign company had given its No Objection Certificate on 25.10.2013 and since there had to be a cut off date so the date 22.10.2013 was selected. In my view the explanation provided is reasonable and is accepted. Hence the objection raised by the Regional Director is rejected. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he year ended 31st March, 2013 of the Petitioners Transferor and Transferee Companies have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record. 6. Learned counsel for the petitioner submits that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the Petitioner Companies. 7. As per Clause 7.1 of the Scheme, The present shareholding pattern of the transferor Company is as follows: Rajan Gupta -9363, Meera Gupta- 737. On the merger of the transferor Company into the Transferee Company the above shareholders ceasing to be shareholders in the Transferor Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it of Service. 10. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 24th April, 2014 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 11. In response to the notices issued in the Petition, Mr B.N. Harish, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 28thMarch, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iven their approval of the scheme, even if in the view of the court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme, rather than its supervisory jurisdiction. 14. In view of the law as laid down by the Supreme Court in Mafatlal Industries Ltd. (supra), I find no merit in the contentions of the Regional Director that it is a better option for the company to go into liquidation to wind up its operation and company. With regard to the objection raised by the Regional Director about the selection of cut off date as 22.10.2013, le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s taken on record that the scheme provides for taking over of all liabilities including income tax liabilities by the transferee company and that no liability is being written off by the transferor company. 16. No objection has been received to the Scheme of Amalgamation from any other party. Mrs. Meera Gupta, Director of Transferor Company, and Mr. Rajan Gupta, Director of Transferee Company, both have filed an affidavit dated 28th March, 2014, confirming the publication of notices as directed and also confirming that neither the Petitioner Companies nor their Legal Counsel has received any objection pursuant to citations published in the newspapers. 17. In view of the approval accorded by the Shareholders and Creditors of the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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