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TMI Blog2016 (12) TMI 309X X X X Extracts X X X X X X X X Extracts X X X X ..... ve shareholders and creditors. 3. The Petitioner of the Company Petition No. 447 of 2016, i.e., Montecarlo Limited, had filed an application in this Court being Company Application No. 438 of 2016, for dispensing with the convening and holding the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the said Company. It was also prayed that this Court may dispense with the separate procedure to be followed under the provisions of the Companies Act, 1956, for the purpose of reductions of the securities premium account as the same forms an integral part of the Scheme itself. This Court, vide its order dated 30.9.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders, in view of the consent affidavits to the Scheme received from all of them. Vide the said order, this Court further dispensed with the meetings of the Secured Creditors and the Unsecured Creditors of the Petitioner Company as their rights and interests are not affected by the Scheme. It was further held that no separate procedure is required to be followed for the purpose of reductions of the securities premium account, as the same forms an integr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eing Company Application No. 442 of 2016 for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court vide its order dated 30.9.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits to the Scheme received from all the Equity Shareholders. Vide the aforesaid order, it also dispensed with the meeting of the Unsecured Creditors of the said company. It was noted that there are no Secured Creditors of the Petitioner Company. 8. The Petitioner of the Company Petition No. 452 of 2016, i.e., Montecarlo Realty Limited, had filed an application in this Court being Company Application No. 443 of 2016, for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court vide its order dated 30.9.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits to the Scheme received from all of them. Vide the aforesiad order, it also dispensed with the me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 016, passed the order on the Note for Speaking to Minutes. 12. Pursuant to the order dated 4.10.2016 and order dated 10.10.2016 on the Note for Speaking to Minutes, the Petitioners of Company Petition Nos. 447 to 453 of 2016 published the notice of the hearing of the petition in the English daily newspaper, "Indian Express", Ahmedabad edition and the Gujarati daily newspaper, "Sandesh", Ahmedabad edition, all on 22.10.2016. The affidavits of service on behalf of the petitioner companies, all dated 29.10.2016, have been filed confirming the publication of the notices in the newspapers as directed as also the notice of the hearing of the petitions being served upon the Regional Director and the Official Liquidator, so far as Company Petitions Nos. 448 to 451 of 2016 are concerned. 13. In response to the notice, the Regional Director, Ministry of Corporate Affairs, the Regional Director has filed a common affidavit dated 28.11.2016. In paragraph 2(c) of the said common affidavit it is mentioned by the Regional Director that this Court be pleased to direct the petitioner company to place on record the working sheets of calculation of the share exchange ratios and all the relevant fac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... agraph 2(c) of the common affidavit stands satisfied. 16. In respect of the observations made by the Regional Director at paragraph 2(d) of the common affidavit, Mr. Singhi submits that the said Petitioner Company, in paragraph 4 of its reply has, inter alia, stated that the date of incorporation of Montecarlo Realty Limited, is inadvertently written as 13.6.2009, which is a typographical error in the present Scheme and that the Hon'ble Court be pleased to permit the Petitioners to modify clause A(h) of the Scheme by substituting the date "13" to "30". In light of the same, the observations of the Regional Director at paragraph 2(d) of the common affidavit stands answered. This Court further directs the Petitioners to amend the date in clause A(h) of the Scheme from " June 13, 2009" to "June 30, 2009". 17. In respect of the observations made by the Regional Director at paragraph 2(e) of the common affidavit, Mr.Singhi submits that the said Petitioner Company in paragraph 5 of its reply has, inter alia, stated that Montecarlo Energy Private Limited is presently not carrying on any business activities and the same is already mentioned in the Scheme. Further, Montecarlo Energy Priva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity of the Transferor Companies would be absorbed. He further contended that the said aspects are stated on affidavit in paragraph 5. 21. Considering the entire facts and circumstances of the case and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be genuine and bonafide and in the interest of the shareholders and creditors. This Court, therefore, allows the Petitions and approves the Scheme, which includes reductions of the securities premium account of Montecarlo Limited. The Scheme is hereby sanctioned. The prayers made in the respective Company Petitions are granted. 22. The professional charges of Mr. Devang Vyas, learned Assistant Solicitor General of India are quantified at Rs. 7,500/in each of the petitions. The said charges would be paid by Montecarlo Limited. The charges of the Official Liquidator are quantified at Rs. 7500/each in respect of Company Petitions Nos.448 to 451 of 2016. The said charges to the Official Liquidator shall be paid by Montecarlo Limited. 23. Filing and issuance of drawn up orders are dispensed with. All conce ..... X X X X Extracts X X X X X X X X Extracts X X X X
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