TMI Blog2016 (6) TMI 857X X X X Extracts X X X X X X X X Extracts X X X X ..... ORAL JUDGMENT 1. These petitions are filed by two companies for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Amalgamation of Artistique Ceramics Private Limited, the petitioner Transferor Company with Asian Granito India Limited, the petitioner Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both the companies are engaged in similar commercial activities viz. manufacturing and marketing a wide range of ceramic and glazed tiles. These companies are also engaged in trading as well as export of the said products. The present scheme of arrangement is proposed for synergic benefits arising out of consolidation of activities, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ings had been placed on record in form of Chairman s reports dated 30th March 2016. 5. It has been submitted that vide order dated 15th February 2016 passed in Company Application No. 55 of 2016, meeting of the Unsecured Creditors of the Petitioner Transferee Company was dispensed with in light of the substantially high positive net worth of the Transferee Company, as certified by a Chartered Accountant. The contention of the said petitioner company that the rights and interests of the unsecured creditors of the Transferee Company are not prejudicially affected as a result of the proposed scheme was accepted. 6. However, vide the said order, separate meetings of the Equity Shareholders and Secured Creditors of the Transferee Company w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petitioner companies which were admitted on 7th April 2016. The notice for the hearing of the petitions were duly advertised in Ahmedabad editions of English dailies Indian Express and Financial Express and Gujarati daily Divya Bhaskar dated 20th April 2016. Affidavits dated 28th April 2016 confirm the same. The publication in the Government gazette was dispensed with as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. The said fact has been confirmed vide the common additional affidavit dated 8th June 2016. 9. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observations are made. 11. The attention of this court is drawn to the common Additional Affidavit dated 8th June 2016 filed by Mr. Kamleshbhai Patel, the Director and Authorised Signatory of the petitioner companies whereby the said issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) Vide Para 2(c) of the affidavit, it has been observed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no specific permission is required to be obtained from the regulatory authorities, in this regard. Notwithstanding the said contention, the Petitioner Company has undertaken to ensure compliance with applicable FEMA and RBI Guidelines. (iv)Vide Para 2(e) of the affidavit, it has been observed by the Regional Director that the clause 11.1 (d) of the Scheme dealing with the proposed Accounting Treatment does not specifically mention the name or type of Reserves for such treatment and that directions should be issued in this regard. In this connection, it has been pointed out that vide clause 11.1 (a), it has already been specified that the Transferee Company shall account for amalgamation in accordance with Accounting Standard14. Further, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... its, and the submissions made during the course of hearing, on behalf of the parties, this court is of the view that that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. No directions are required to be issued to the petitioner companies. This court is of the view that based on the material on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. Prayers in terms of paragraph 21 (a) of the Co. Petition No. 107 of 2016, and paragraph 22 (a) of the Co. Petition No. 108 of 2016 are hereby grante ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
