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IN RE : MONTECARLO LIMITED

2016 (12) TMI 309 - GUJARAT HIGH COURT

Composite Scheme of Arrangement - Held 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. - .....

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behalf of the Petitioner Companies, Mr. Kshitij Amin for Mr. Devang Vyas, Advocate appearing for the 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 Priva .....

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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 .....

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ing 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 aforesaid order, this Court also dispensed with the meeting of the Unsecured Creditors of the said company. It was noted that there are no Secured Creditors of the Petit .....

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consent affidavits to the Scheme received from all the Equity Shareholders. Vide the aforesaid, 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. 6. The Petitioner of the Company Petition No. 450 of 2016, i.e., Montecarlo Engineering Private Limited, had filed an application in this Court being Company Application No. 441 of 2016 for dispensing with the convening and holding the meetings .....

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mpany. 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 .....

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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 meeting of the Unsecured Creditors of the said company and noted that there are no Secured Creditors of the Petitioner Company. 9. The Petitioner of the Com .....

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eived from all the Equity Shareholders. Vide the aforesaid order, it also dispensed with the meeting of the Unsecured Creditors of the said company and noted that there are no Secured Creditors of the Petitioner Company. 10. The Petitioners, thereafter, filed Company Petition Nos. 447 to 453 of 2016, seeking the sanction of the Scheme. This Court, by its orders, all dated 4.10.2016, admitted the aforesaid Company Petitions and directed issuance of notice to the Regional Director in Company Petit .....

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rrection of an inadvertent typographical error in the order dated 4.10.2016, passed by this Court in Company Petition Nos. 448 to 451 of 2016, so as to read the unnumbered paragraph 2 as Notice of the hearing of the petition to be served on the Central Government through 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, .....

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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 .....

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ned that this Court be pleased to direct the petitioner Company, in Company Petition No. 452 of 2016, to make the necessary correction in the clause A(h) of the Scheme. In paragraph 2(e) of the said common affidavit it is observed by the Regional Director that this Court be pleased to direct the companies to obtain licenses, approvals and other permissions, if any, from the regulatory authority/ concerned Ministry, to carry on the activities of the petitioner company of Company Petition No. 451 .....

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ancial position of the company adversely, so as to impact the liquidity of the company and its continuous/going concern concept. It is further observed by the Regional Director in paragraph 2(g) of the said common affidavit that this Court be pleased to direct the Petitioner Companies to undertake the compliance of the Income Tax Act and Rules. 14. Mr.Sandeep Singhi, learned Advocate appearing for the Petitioner Companies states that the one of the Petitioner Companies, namely Montecarlo Limited .....

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cumstances, 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, M .....

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tands 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. Furt .....

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the Regional Director at paragraph 2(f) of the common affidavit, Mr. Singhi submits that the said Petitioner Company, in paragraph 5 of its reply has, inter alia, stated that Montecarlo Limited has already produced its statement of excess of assets over liabilities as on 31.8.2016 which is ₹ 307.36 crores (after giving effect to the amalgamation and the demerger) duly certified by the Chartered Accountant dated 24.9.2016, with Company Application No. 438 of 2016 at AnnexureT (Colly). It i .....

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ny in paragraph 7 of its reply has stated that the Scheme is in compliance with the provisions of Sections 2(1B) and 2(19AA) of the Income Tax Act, 1961. 20. In response to the notice issued to the Official Liquidator in Company Petition Nos.448 to 451 of 2016, the Official Liquidator has filed his reports. On perusal of the said reports, the Official Liquidator, at paragraph 17 of each report, has submitted that the affairs of the Transferor Companies have not been conducted in a manner prejudi .....

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