TMI Blog2016 (6) TMI 705X X X X Extracts X X X X X X X X Extracts X X X X ..... rom any of its statutory liability, if applicable. - COMPANY PETITION NO. 441, 442, 443 of 2015, COMPANY APPLICATION NO. 294, 295, 296 of 2015 - - - Dated:- 16-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. The present petitions are filed under the provisions of Section 391 read with Section 394 of the Companies Act, 1956, seeking sanction of this Court for the Composite Scheme of Demerger of Infrastructure Business of India Infraspace Limited into Vernes Infotech Pvt. Ltd. and Amalgamation of Vintron Infrastructure and Projects Private Limited with Vernes Infotech Private Limited. 2. India Infraspace Limited, the Demerged Company, filed Company Application No.294 of 2015 seeking directions to convene the meetings of Equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner company. This Court vide order dated 30.9.2015 passed in Company Application No.294 of 2015 directed convening of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner to be held on 5.11.2015 at the regist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 30.9.2015 passed in Company Application No. 296 of 2015, this Court directed dispensation of the meeting of the Equity Shareholder of the petitioner company. It was further ordered that this being the Resulting Company, meeting of the creditors is not required to be held. 7. The petitioners, thereafter, filed Company Petition Nos.441, 442 and 443 of 2015, seeking sanction of the Scheme of Arrangement. 8. By separate orders dated 4.1.2016, this Court admitted the petitions and directed, issuance of notice to the Regional Director. This Court also directed publication of notice of petition in English Daily Indian Express and Vernacular daily Sandesh , having circulation in Ahmedabad. By a subsequent order dated 8.2.2016 passed by this Court in O.J.C.A. No.36 of 2016 in Company Petition No.442 of 2015, this Court directed issuance of notice to the Official Liquidator. 9. It is submitted that pursuant to the order dated 4.1.2016, the petitioners have published the notices of the petitions in Gujarati Daily Sandesh and English Daily Indian Express having circulation in Ahmedabad on 22.1.2016. The authorized director of the respective companies have filed separate a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... each of the correspondence exchanged with Bombay Stock Exchange at Annexures-D, E and F to the petition. It is further submitted that despite the compliance made by the petitioner to all the observations of SEBI/BSE through its letter dated 15.7.2015, the petitioner company received a letter dated 24.9.2015 from BSE stating that SEBI vide its email dated 23.9.2015 has sent an observation. The petitioner has also placed on record a copy of the letter dated 24.9.2015 received from BSE with the petition. 14. It is further stated in the affidavit that considering the contents of the letter dated 2.7.2015 in reference to the reply dated 15.7.2015 sent by the petitioner, it is clear that the petitioner has in fact complied with all the observations of SEBI/ BSE. it is further submitted that upon receipt of the reply of the petitioner along with letter dated 15.7.2015, there is in fact no effective observation made by SEBI. 15. It is further stated in the affidavit that the petitioner has already modified the Scheme and also made necessary disclosures in the Scheme in terms of the observation made by SEBI/ BSE and the modified Scheme together with the necessary disclosures was circu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ator has filed his report dated 15.06.2016. The report of the Official Liquidator confirms that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitioner to preserve its books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government u/s. 396-A of the Companies Act, 1956. The Official Liquidator has further requested to direct the petitioner transferor company to ensure that the sanction of the scheme will not absolve the statutory liability. 20. Having heard Mr.Navin K. Pahwa, learned Counsel for the petitioner companies, Mr.Kshitij Amin, Learned Central Government Standing Counsel on behalf of Mr.Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the report of the Regional Director, the reply filed on behalf of the petitioner Demerged Company and having considered the Scheme of Arrangement together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X
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