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2016 (2) TMI 584

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..... TION NO. 239, 236, 241 of 2015 - - - Dated:- 8-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR SAURABH N SOPARKAR, SENIOR ADVOCATE WITH MR BANDISH SOPARKAR FOR MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions have been filed by five companies for the purpose of obtaining the sanction of this Court to a Scheme of Amalgamation of four Transferor Companies of the same group viz. Bakeri Southern Urban Development Private Limited, Peshani Investments Private Limited, Sanskrut Investments and Consultancy Services Private Limited and Suyojan Properties Private Limited with Bakeri Urban Development Private Limited, the Transferee Comp .....

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..... se of the Transferee Company, the meeting of the Unsecured Creditors was dispensed with, accepting the contention that the rights and interests of the Unsecured Creditors are not adversely affected, in light of the positive net worth of the Transferee Company. A meeting of the Secured Creditors of the Transferee Company was directed to be convened to obtain their approval. The said meeting was convened on 16th September, 2015 and the result of the meeting was placed on record in the form of the Chairman's report, with an affidavit dated 17th September, 2015. The Scheme was unanimously approved by all the Secured Creditors present at the meeting. 5. The substantive petitions for the sanction of the Scheme, filed by the petitioner Tran .....

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..... ion of the Central Government, as per the provisions of Section396( A) of the Companies Act, 1956. 7. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Government. It is hereby further directed that even after the Scheme is sanctioned, the Transferor companies shall comply with all the applicable provisions of law and shall not be absolved from any of the statutory liabilities. 8. Notice of the petitions has been served upon the Central Government and Mr.Kshitij Amin, learned Central Government Standing Counsel has appeared on behalf of Shri Devang Vyas, learned Assistant Solic .....

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..... ed Senior Counsel for the petitioners has submitted that this issue is resolved in the order dated 09.07.2015, passed by this Court in Company Petition No.144 of 2015 in Company Application No.133/2015 and connected matters, in the case of Athanas Enterprise Private Limited. (ii) The next observation of the Regional Director vide paragraph2( e) of the affidavit, refers to the working sheets not being provided for the proposed Exchange ratio. It has been observed by the Regional Director that the Share Exchange Ratio Certificate and the Valuation Report provided by M/s.Shah and Dalal, Chartered Accountants does not provide the working sheets for the same. In this regard, it has been submitted that all the companies belong to the same grou .....

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..... rt is satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed. It can be concluded that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies, as well as in the public interest, therefore, the same deserves to be sanctioned. 12. In view of the above, the following order is passed : (a) The prayers in terms of paragraph16( a) of Company Petitions Nos.289, 290, 291 and 292 of 2015, and paragraph21( a) of Company Petition No.323/2015, are hereby granted. (b) The petitions are disposed of, accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at S .....

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