TMI Blog2016 (8) TMI 392X X X X Extracts X X X X X X X X Extracts X X X X ..... be in the interest of the companies and its members and creditors and, therefore deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner companies is hereby sanctioned. The same shall be binding upon all the equity shareholders, preference shareholders, secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. It is ordered that as required under section 396A of the Companies Act, 1956, the transferor companies shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. The petition is disposed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Sections 391 to 394 of the Companies Act, 1956 and corresponding provisions of Companies Act, 2013. 2. Since the three petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 3. It is submitted that the Scheme would result in the best interests of the shareholders, creditors, employees and all other stakeholders of the Transferor Companies Transferee Company. Further it would result in enhancement of shareholder value and operational efficiencies, benefit of scaling up, greater focus, and would enable the management to vigorously pursue revenue growth and expansion opportunities. In view of the abovementioned reasons, it is considered desirable and expedient to implemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 6. With respect to the Transferee Company, it has been pointed out that vide the order dated 3rd May, 2016 passed in the Company Application No. 230 of 2016 the meeting of the Equity Shareholders and Preference Shareholders of the Transferee Company was dispensed with in view of the written consent letters of 99.95% of the Equity Shareholders and 87.96% of Preference Shareholders. In pursuance of the aforesaid Order, the meetings of Secured Creditors were dispensed with by the said order. This Court also directed the Petitioner Company to s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ations: a. In para 2(d) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to ensure the compliance with guidelines of RBI and FEMA b. In para 2(e) of the Affidavit filed by the Regional Director, it is observed that clause 10.3 of the Scheme is not in accordance with Accounting Standards 14. c. In para 2(f) of the Affidavit, the Regional Director has observed that the Petitioner Companies be directed by this Hon'ble High Court to comply with the provisions of Income Tax Act and Rules framed thereunder. 10. On behalf of the petitioner companies Ms. Raval has stated that in accordance with the Companies Act the Transferor company will make disclosures and, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ional Director having been addressed and the Official Liquidator having opined that the affairs of the petitioner company have not been conducted in the manner prejudicial to the interest of its members or to the public interest, in the opinion of this court it does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, in as much as from the material on record and on perusal of the Scheme, the scheme appears to be fair and reasonable and is not violative of any of public policy. The arrangement under the proposed scheme appears to be in the interest of the companies and its members and creditors and, therefore deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner companies is hereb ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
