TMI Blog2016 (12) TMI 309X X X X Extracts X X X X X X X X Extracts X X X X ..... Central Government and the Official Liquidator. 2. These petitions have been filed by the seven Petitioner Companies, for sanctioning of the Composite Scheme of Arrangement amongst Montecarlo Projects Private Limited and Montecarlo Infrastructure Limited and Montecarlo Engineering Private Limited and Montecarlo Energy Private Limited and Montecarlo Realty Limited and Montecarlo Construction Private Limited and Montecarlo Limited and their respective 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 Shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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. 7. The Petitioner of the Company Petition No. 451 of 2016, i.e., Montecarlo Energy Private Limited, had filed an application in this Court being 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 C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rough the Regional Director, ROC Bhavan, Opp. Rupal Park society, B/h. Ankur Bus Stop,Naranpura, Ahmedabd, pursuant to Section 394 A of the Companies Act, 1956. Notice shall also be issued to the Official Liquidator, who if required, may appoint Chartered Accountant. Notice of the hearing of the Petition on the Regional Director and to the Official Liquidator shall be served, at least 10 days before the date of hearing so fixed. This Court, vide its order dated 10.10.2016, 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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entitlement ratio dated 5.8.2016 is approved by the Board of Directors as well as all the shareholders of all the Petitioner Companies. Under the circumstances, there is no requirement that the working sheets of the calculation of share exchange ratios as computed by the independent valuer, namely, G.S. Mathur Co., Chartered Accountants, should form a part of the report. In light of the aforesaid, this Court is of the view that the observations of the Regional Director at paragraph 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 P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferor Companies have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In respect of the observations made by the Official Liquidator in paragraph 18 of the reports, the said companies have filed their respective affidavits, all dated 1.12.2016, ensuring compliance in respect of the same. In respect of the observations made at paragraph 19 of the reports, Mr. Singhi submits that the Scheme nowhere prescribes that the statutory liability 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 Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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