TMI Blog2016 (4) TMI 270X X X X Extracts X X X X X X X X Extracts X X X X ..... lic interest, therefore, the same deserves to be sanctioned. The prayers in terms of Paragraph 18(a), (b) and (c) of Company Petition No.34 of 2016 for the Demerged Company including the reduction of capital as proposed vide clause 12 of the Scheme are hereby granted. The minutes under Section 103(1) in terms of Paragraph12 are hereby granted. Similarly, the prayers made in terms of Paragraph17(a) of Company Petition No.35 of 2016 for the Resulting Company are also granted. The petitions are disposed of, accordingly. Insofar as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at ₹ 7,500/per petition. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate that in order to achieve clear focus, the Demerged Company should concentrate on the Hotel ownership business. Since the Resulting Company is more resourceful, with larger administrative setup and with a larger capacity to undertake various businesses, it is proposed that the Hotel management Undertaking of the Demerged Company be Demerged and transferred to the Resulting Company. It is envisaged that the Demerger shall help both the companies to focus on their respective businesses and pursue their growth independently. The petitions give the details of the envisaged benefits. 5. Further, vide clause 12 of the Scheme, the Restructuring of the Capital of the Demerged Company is envisaged in two formsviz. Utilisation of the Securities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d on record. It has been submitted that there are no Secured Creditors of the Demerged Company. 7. It has been further submitted that in the case of the Resulting Company, vide the order dated 15th January, 2016, passed in Company Application No.21 of 2016, the meeting of the Equity Shareholders of the Company was dispensed with, in view of the consent letters being placed on record. Taking into account the submissions with regard to the substantial positive net worth of the Resulting Company, supported by a certificate of the Chartered Accountant, the submission that the rights and interests of the creditors are not likely to be affected as a result of the Scheme was accepted and the meetings of the creditors were dispensed with. Howeve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... garwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 10. The attention of this Court is drawn to the Additional Affidavit dated 31st March, 2016, whereby all the above issues have been dealt with. 11. This Court has heard the submissions advanced by the learned counsel appearing for the Central Government and Mrs.Swati Soparkar, learned advocate appearing for the petitioners, in this regard, as follows: (i) The observation made vide Paragraph2( c) pertains to the requisite compliance of FEMA and RBI guidelines. It is submitted on behalf of the petitioners that it is not necessary to obtain any prior approval for the proposed Scheme under the provisions of the above r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pril 2016, this Court is satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed and no longer survive. From the material on record, it appears that the present Scheme of Arrangement is in the interest of its shareholders and creditors, as well as in the public interest, therefore, the same deserves to be sanctioned. 13. The prayers in terms of Paragraph 18(a), (b) and (c) of Company Petition No.34 of 2016 for the Demerged Company including the reduction of capital as proposed vide clause 12 of the Scheme are hereby granted. The minutes under Section 103(1) in terms of Paragraph12 are hereby granted. Similarly, the prayers made in terms of Paragraph17(a) of Company Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X
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