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2016 (4) TMI 269 - DELHI HIGH COURT

2016 (4) TMI 269 - DELHI HIGH COURT - TMI - Approval of the scheme of arrangement - Held that:- In view of the approval accorded to the scheme by the shareholders of the petitioners and creditors (i.e. secured and unsecured) of the demerged company and, given the fact, that the concern raised by the RD has been duly met, as indicated above, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Section .....

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. petitioner no.2/resulting company) under Section 391 and 394 of the Companies Act, 1956 (hereafter referred to as the Act) for approval of the scheme of arrangement (hereafter referred to as the scheme). 1.1 To be noted, the scheme is configured in a manner whereby, a business undertaking (hereafter referred to as the transferred undertaking) of the demerged company will merge with the resulting company. 1.3 The demerged company and resulting company, as referred to above, will hereafter be co .....

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ed. 1.7 The resulting company, was incorporated on 31.03.2014 under the name and style: Valens Trading Private Limited. Thereafter, with effect from 22.04.2015, the name of the resulting company was changed to its present name, viz, Valens Technologies Private Limited. 2. The copies of Memorandum and Articles of Association have been filed by the petitioners. The audited balancesheet, as on 31.03.2014, of the demerged company is also on record. This court, in CA(M) No.100/2015, vide order dated .....

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ness operations of the petitioners. 5. Furthermore, the petitioners have averred that there are no proceedings pending against them, under Sections 235 to 251 of the Act or the corresponding provisions of the Companies Act, 2013, to the extent notified. 6. To recapitulate, the petitioners had in the earlier round filed an application (i.e. the first motion), being: CA(M) No.100/2015, as indicated above, whereby, a prayer had been made for dispensing with, the requirement of convening meetings of .....

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Notice was accepted on behalf of the Regional Director (RD). Furthermore, citations were ordered to be published. 8. Accordingly, citations were published on 25.09.2015, in the Delhi Editions of Business Standard (English) and Business Standard (Hindi). 8.1 An affidavit dated 05.12.2015 demonstrating service of the petition on the RD and the ROC and establishing publication of notice of hearing alongwith the newspaper extracts, was filed by the petitioners. 8.2 Further, the petitioners filed an .....

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ation was sent to the Registrar of Companies, Delhi and Haryana (in short the ROC), and the Income Tax Department seeking their response to the scheme. However, no observation/comment/reply of the Income Tax department, it appears, has been received in the matter. 9.1 The RD, evidently, has received information from the ROC vide communication dated 28.12.2015, which is indicative of the fact that the petitioners have not filed the BOD resolutions (E-Form MGT 14), whereby the scheme has been appr .....

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essed. 9.4 Since, this is a case of demerger, as far as the OL is concerned, it would have no role to play in this case. Mr. Behl, the learned counsel for the OL affirms this position. 10. To be noted, the scheme in clause 3.2 (ix) (a) provides that all employees of the demerged company engaged in the transferred undertaking in service shall become the employees of the resulting company from the effective date on the same terms and conditions at which these employees are engaged in the transferr .....

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cheme, it is, inter alia, provided that the new equity shares of the resulting company shall be issued and allotted in accordance with what is stated above i.e. clause 4.1(ii) of the scheme shall rank pari passu in all respects with the existing equity shares of the resulting company. 12. Accordingly, in view of the approval accorded to the scheme by the shareholders of the petitioners and creditors (i.e. secured and unsecured) of the demerged company and, given the fact, that the concern raised .....

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