TMI Blog2016 (3) TMI 602X X X X Extracts X X X X X X X X Extracts X X X X ..... paid to the Office of the Official Liquidator. The petitioner companies are further directed to lodge a copy of this order, the schedule of immovable assets of the Windmill Undertaking being transferred and that of the remaining undertaking of the Transferor company, being transferred to Transferee Company, as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. The Petitioner companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. - COMPANY PETITION NO. 17, 18 of 2016, COMPANY APPLICATION NO. 333, 334 of 2015 - - - Dated:- 9-3-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions are filed by two companies, for the purpose of obtaining the sanction of thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ICICI, one of the Secured lenders. The said amendments, as well as modified Scheme of Arrangement, were duly approved unanimously i.e. 100% in number and 100% in value at the respective meetings of the Secured and Unsecured Creditors of the Transferor Company. The result of these meetings had been placed on record in form of Chairman s reports dated 25th December 2015. In view of the amendments made in the original Scheme, fresh approval from the Equity as well as Preference Shareholders of the Company was sought with regard to the modified scheme and the said consent letters were placed on record with the present petition. 4. It has been submitted that vide order dated 2nd November 2015 passed in Company Application No. 333 of 2015, the meeting of the Equity Shareholders of the Transferee Company was dispensed with, in light of the consent letters of the shareholders, to the extent of 99.98% in value, approving the proposed Scheme as well as proposed restructure of Equity Share Capital, being placed on record. It has been pointed out that there are no Secured Creditors of the Transferee Company. The meeting of the Unsecured Creditors was dispensed with, accepting the contentio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thout following the process of winding up. However, the Official Liquidator has sought that directions be issued to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Government, as per the provisions of Section 396 (A) of the Companies Act, 1956. 8. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and shall not dispose of the same without the prior permission of the Central Govt. It is further directed that even after the Scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 9. Notice of the petitions having been served upon the Central Government, Mr.Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India, on behalf of the Central Government. A common affidavit dated 25th February 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nds against the De-merged /Transferor Company. In this regard, it has been submitted that appeals have been filed against the said demands, which are pending at different stages before the appellate authorities. Clause 7.7 and clause 13 of the Scheme specifically deal with the issues pertaining to outstanding tax liabilities as well as the pending legal proceedings by, or against, the Transferor Company. It has already been envisaged that such pending legal proceedings shall be undertaken by the Transferee Company. Further, the petitioner Transferee Company has undertaken to fulfill all the liabilities of the Transferor Company as and when the same are finally adjudicated. It has been submitted that since the interests of the Revenue Department are already protected, as envisaged under the Scheme, it is not necessary to issue any further directions in this regard. So far as the Transferee Company is concerned, 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 objections to the proposed Scheme of Arrangement. The petitioner companies have agreed to compl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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