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TMI Blog2016 (6) TMI 59X X X X Extracts X X X X X X X X Extracts X X X X ..... y. The registered office of the Scope e-Knowledge Center Private Limited/Transferor Company and Quatrro Global Services Private Limited/Transferee Company is at Gurgaon. The Board of Directors of Scope e-Knowledge Center Private Limited/Transferor Company and Quatrro Global Services Private Limited/Transferee Company have approved the Scheme of arrangement in their respective meeting held on 01.12.2015. Their resolutions are annexed with the petition at Annexures P-2 (Colly). Earlier the transferor and transferee had approached this Court by way of CP No.224 of 2015 in which vide order dated 08.12.2015 convening of meetings of the Equity Shareholders and Unsecured Creditors of Transferor Company and Secured and Unsecured Creditors of the Transferee Company were dispensed with because of the consent to the Scheme of Arrangement given by them. However, the meeting of Equity Shareholders of the Transferee Company was ordered to be convened, which were to be held on 23.1.2016 for which, the Chairman and Co-chairman were appointed. The Chairman of the said meeting has submitted his report on the basis of which CP No.224 of 2015 was disposed of on 01.02.2016. Notice of the second mot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on Asset side of the Balance Sheet and does not affect/disturb any liability/ accumulated loss, if any. As such, the reasons for the proposed reduction of capital of QGS India (Transferee Company) have not been stated and therefore it is not clear if it at all falls within the ambit of provisions stipulated under Section 100(1) of the Companies Act, 1956. . In reply to the objections raised by the Regional Director, an affidavit dated 23.4.2016 of Amitabh Johri, authorised signatory of both the Petitioner-Companies as mentioned in their respective Board Resolutions, has been filed in which following explanations/averments have been made: "2. That as far as the observations raised in Para 8.5 and Para 12 of the Affidavit of the Regional Director is concerned, it is submitted that: The Petitioner Company has obtained certificate from the Statutory Auditors which states that the accounting treatment specified in the Clause 10 of the Scheme is in compliance with the Accounting Standard (AS-14 Accounting for Amalgamations) issued by the Institute of Chartered Accountants of India. The certificate is annexed herewith as "Annexure- 1." Further the Petitioner Company undertakes to co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hing or reducing liability on any of its shares, cancel any paid-up share capital which is lost, or is unrepresented by available assets; or (c) either with or without extinguishing or reducing liability on any of its shares, pay of any paid-up share capital which is in excess of the wants of the company; and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (2) A special resolution under this section is in this Act referred to as "a resolution for reducing share capital"." (f) As stated above in para (d), the company has obtained approval of shareholders vide special resolution for reduction of share capital. (g) Accordingly, the reduction in the face value of equity share is within the purview of section 100 (1) of the Companies Act, 1956. (h) The Petitioner Company further submits that the proposed reduction of share capital is under Section 391 to Section 394 read with Section 100 to Section 104 of the Act. The petitioner company further submits that various Courts in various judgments such as Maneckchowk & Ahmedabad Manufacturing Company Limited vs Unknown (1970 (40) CompCas 819 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rting such a scheme has been complied with and that the requisite meeting as contemplated by Section 391(1)(a) have been held." And that "the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and is not contrary to public policy" (j) In view of the above, the petitioner company respectfully submits that as all the provisions laid down in Section 391 read with Section 100 have been complied with and the arrangement is between the shareholders and the company which is not prejudicial to the interest of the public and the petitioner company has already obtained approval from shareholders and creditors, the objection raised in the report of Regional Director would be unsustainable." The Official Liquidator in its report dated 09.03.2016 has not raised any objection rather made the following averments: - "8. That the books of accounts, Audited Financial Statements, other records and papers of the company provided to us by the transferor company, have been scrutinized and to the best of our knowledge and belief were are of the opinion that the affairs of the company are conducted in the manner not prejudicial to the members of to pub ..... X X X X Extracts X X X X X X X X Extracts X X X X
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