TMI Blog2016 (9) TMI 406X X X X Extracts X X X X X X X X Extracts X X X X ..... olicy. 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 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. - COMPANY PETITION NO. 110 of 2016 In COMPANY APPLICATION NO. 88 of 2016 With COMPANY PETITION NO. 111 of 2016 In COMPANY APPLICATION NO. 89 of 2016 With COMPANY PETITION NO. 112 of 2016 In COMPANY APPLICATION NO. 90 of 2016 - - - Dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company, Dredging Division of Demerged Company and Transferee Company. The Transferee Company would be in a position to carry on consolidated operations through optimum utilization of resources, avoidance of duplication and better financial strength. 4. With respect to the Transferor Company, it has been pointed out that vide the order dated 10th March, 2016 passed in the Company Application No. 88 of 2016, the meetings of the Equity Shareholders, Preference Shareholders and Unsecured Creditors of the Transferor Company were dispensed with in view of the written consent letters of all the Equity Shareholders, Preference Shareholders and Unsecured Creditors. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h June, 2016 and corrigendum on 20th June, 2016 as submitted in the affidavits dated 28th July, 2016 filed by the Petitioner Companies. The publication in the Government gazette was dispensed with as per the said Orders. No one has come forward with any objection to the said petitions even after the publication. 8. Notice of the petition has been served upon the Central Government through the Regional Director. A common affidavit dated 1st September, 2016 has been filed by Mr. Jatinder Jolly, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs. 9. In the above affidavit, the Regional Director has, inter alia, made the following observations: i. In para 2(c) of the Affidavit filed by the Regional Director, it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, if the accounting entry varies from the accounting standards, necessary disclosures are required to be made in the Financial Statements. Reliance has been placed on several decisions of this Hon'ble High Court. The Petitioner hereby undertakes to make disclosures in the first financial statements of the petitioner Transferee Company after the scheme being sanctioned and that the reserve shall be available for distribution of dividend. 12. With regards to the second observation made in para 2(d) of the affidavit, it is submitted that the Petitioner Company has provided the schedule of asset and liability of Dredging Division to the shareholders while taking the consent with reference to the scheme of arrangement. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 17. In light of the above mentioned affidavit submitted by the Transferee Company, the observations made by the Regional Director stands addressed. 18. The Regional Director in his affidavit has also stated that as per the report of the Registrar of Companies there is no complaint against the Petitioner Companies. It has also been stated that Composite Scheme of Arrangement proposed between the petitioner companies is not prejudicial to the interests of the shareholders of the petitioner companies and the public at large. 19. In response to the notice issued by this Court, the Official Liquidator, in his Affidavit in Reply dated 24th August, 2016, filed in Company Petition No. 110 of 2016 in Paragraph 19 stated that the affairs of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ernment and shall preserve the same. 22. The petitions are disposed of accordingly. So far as the cost to be paid to the Central Government Counsel is concerned, the same is quantified at ₹ 10,000/per petition. The same may be paid to the Counsel appearing for the Central Government. The Official Liquidator shall be paid cost of ₹ 10,000/per petition. 23. The Petitioner Companies are further directed to lodge a copy of this order, the schedules of immovable assets pertaining to the Transferor Companies as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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