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TMI Blog2016 (2) TMI 204X X X X Extracts X X X X X X X X Extracts X X X X ..... e Limited is engaged in the business of manufacturing and trading of decorative laminated sheets. The company is also engaged in the generation of power through its Jamnagar Windmill Undertaking. Sara Suppliers Private Limited was incorporated with the object of carrying on the business of trading in commodities, substances, articles, merchandise, goods and things whether solid or liquid or gaseous like fish nets, solar equipment, artificial reef etc. The present Scheme of Arrangement is proposed for the consolidation of operations and it is envisaged that the proposed reorganization would result into synergic benefits. The petitions provide the details of the anticipated advantages. 3 It has been submitted that vide orders dated 29th October 2015, passed in Company Application No. 324 and 325 of 2015, meetings of the Equity Shareholders of both the companies were dispensed with in light of the consent leters of all the shareholders being placed on record. The Secured Creditors and Unsecured Creditors of the Transferor Company had also approved the Scheme and the consent letters were placed on record. In view of the same the dispensation of the meetings of creditors was granted. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onal Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8 The attention of this Court is drawn to the common Additional Affidavit dated 4th January 2016 filed by Mr. Jitendra Patel, the Director of the petitioner Transferor Company whereby the said issues have been dealt with. This Court has heard submissions advanced by the learned counsel appearing for the Central Govt. and Mr. Jainin Dave, learned advocate appearing for Mrs. Swati Soparkar, learned advocate for the petitioners. 9 The observation made vide paragraph 2(C) , pertains to the cash consideration proposed to be paid by the Transferee Company for the transfer of the Jamnagar Windmill Undertaking in form of the Slump Sale to the Transferee Company. It has been apprehended by the Regional Director that the Transferee Company does not have the cash balance for the same. It has been submitted that upon the Scheme becoming effective, the petitioner Transferee Company shall make the requisite financial arrangements for the same. Further, it is pointed out by the Regional Director that two separate business undertakings are proposed to be transferred by the petitioner companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs and not to the umpire". 11 Considering the submissions advanced by learned counsel and the aspect that the proposed Scheme does not prejudicially affect the interest of its shareholders and creditors, this court does not consider it necessary to issue any directions in this regard. 12 Further, vide paragraph 2(d) of the affidavit, it has been observed by the Regional Director that the working sheet for the calculation of the Share Exchange Ratio has not been submitted by the petitioner companies. In this respect, it has been submitted that since both the companies belong to the same group and by and large there is the same set of shareholders, it is not necessary to provide the working sheets. It is further submitted that such an objection is beyond the purview of the Regional Director. 13 In Welspun Corp. Ltd. [Company Petition No. 270 of 2013] the Regional Director had raised precisely this objection, which was rejected by this Court with following observation: "13(a) With regard to the submission of the working sheets as calculation of the share exchange ratio in the valuation report is concerned, it is submitted that, an independent valuer was appointed for the valuati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ell as the other regulatory approvals, or amend the respective licenses, as applicable under the applicable laws from the respective regulatory authority. The power generation activity shall be undertaken by the Transferee Company, in compliance with the respective regulatory laws. 17 The observation of the Regional Director made vide paragraph 2(g) pertains to the letter dated 18th November 2015 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs, is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. 18 Considering the above facts and circumstances and the contentions raised in the affidavits and counter affidavits, the judgments cited at the Bar, and the submissions on behalf of the parties, this Court is of the view that the observations made ..... X X X X Extracts X X X X X X X X Extracts X X X X
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