TMI Blog2016 (11) TMI 28X X X X Extracts X X X X X X X X Extracts X X X X ..... 2016 - - - Dated:- 14-10-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MS DHARMISHTA RAVAL, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. This petition filed by the petitioner Companies for sanction of the scheme of arrangement between Composite Scheme of Arrangement in the nature of Amalgamation between Indigo Jewellery Private Limited ( Transferor Company ) with Indigo Jewellery (India) Mfg. Private Limited ( Transferee Company ) and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956 and corresponding provisions of Companies Act, 2013. 2. Since the two petitions are in relation to the common scheme, they were heard together and are dispo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h respect to the Transferee Company, it has been pointed out that vide the order dated 18th July, 2016 passed in the Company Application No. 320 of 2016, the meeting of the Equity Shareholders of the Transferee Company was dispensed with in view of the written consent letters of all the Equity Shareholders. In pursuance of the aforesaid Order, the meetings of Secured Creditors were dispensed with by the said order. This Court also dispensed with the meeting of the Secured Creditor by directing the Petitioner Company to send individual notice to the Secured Creditors of the Petitioner Company and the individual notices were sent to the Secured Creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... these contingent liabilities in case they get invoked it will not affect the financial position of the Companies adversely so as to impact the liquidity of the companies and its continuance/going concern concept. 9. 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 Transferee Company vide an affidavit submitted on 7th October, 2016 has undertaken to make disclosures in the first financial statements of the petitioner Transferee Company after the scheme being sanctioned. 10. Learned Counsel Ms. Dharmishta N. Raval for the Petitioner Companies had submitted that the Petitioner Companies vide an common affidavit on 7th October, 2016 ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and they may be dissolved without the process of winding up. 15. In view of the above discussion, the observations made by the Regional 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 mem ..... X X X X Extracts X X X X X X X X Extracts X X X X
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