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TMI Blog2016 (11) TMI 1191X X X X Extracts X X X X X X X X Extracts X X X X ..... efin Private Limited and Charm Trading and Investment Private Limited with Maiden Tradefin Private Limited. The copy of the Scheme is produced at Exhibit "C" to the petitions. 2. Heard Mr. Pavan S. Godiawala, learned advocate for the petitioners and Mr. Kshytij Amin, learned Central Government Standing Counsel and the Official Liquidator. 3. The present petitioners preferred individual Company Applications, seeking dispensation of the meetings of the respective classes pursuant to obtaining the individual consent letters. Upon considering the averments, this Court, vide separate orders dated 06.04.2016, passed the order allowing the applications. The orders are produced at Exhibit "D" to the petitions. 4. Thereafter, the petitioners pref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , all the companies are closelyheld companies with the same promoters and family members. The share exchange is required to be changed, modified and replaced in the Scheme at Clause NO. 9, as per new share exchange ratio. The schedule of the new share exchange ratios are to be replaced at Clause 9(a) to (f) as produced with the affidavit and the sanction of the Scheme with the said modification, is to be sought. 8. Pursuant to the service of notice the Regional Director has filed a common affidavit and observed at paragraph 2(d) that there are discrepancies between share exchange ratios of all the petitioners companies viz. Transferor Company No. 1, 2, 3, 4, 5 and 6 as per Clause 9 of the Scheme and the share exchange ratio recommended by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her affidavit dated 05.10.2016, replying to the above observations. As far as the discrepancy pertaining to the share exchange ratio is concerned, the petitioner relied upon the earlier affidavit, wherein it has sought modification of Clause No. 9(a) to (f). 9.1. Regarding the observation made at paragraph 2(e), the petitioner has fairly accepted the mistake in the Scheme and would seek to change the authorized capital of M/s. Charm Trading and Investment Private Limited. It is fairly submitted that, the mistake is due to oversight. The mistake occurring in the Scheme is required to be corrected and the Scheme is required to be modified by incorporating and replacing the correct authorized capital of M/s. Charm Trading and Investment Priva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is ordered that, the petitioner Company shall preserve its books of accounts, papers and records and not dispose of the records without the prior permission of Central Government as per the provisions of Section 396(A) of the Companies Act, 1956. They shall not be absolved from any statutory liability. 11.1. Further, permission to amend Company Petition No. 136 of 2016 filed by Progressive Invatrade Private Limited, be amended at paragraph 2 by replacing the correct company number is granted. Paragraph 4 in the Company Petition No. 138 of 2016 filed by the Charm Trading and Investment Private Limited is also permitted to be amended in order to incorporate the correct authorized share capital. The Scheme at Clause 2(g) shall consequently be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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