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TMI Blog2016 (12) TMI 882X X X X Extracts X X X X X X X X Extracts X X X X ..... ment in the nature of transfer of "Windmill Division" of Ajanta Private Limited, to Bhavnagar Marketing Private Limited by way of reconstruction in nature of 'Slump Sale' and amalgamation of the Residual Undertaking of Ajanta Private Limited, the Transferor Company with Bhavnagar Marketing Private Limited, the Transferee Company; proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both these companies belong to the same group of management. The Transferor Company is engaged in manufacturing and trading of large variety of electronic and electrical products including Clocks, Home appliances, Socket and Switches etc. as well as power generation through its Windmills. The Transferee Company is a wholly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company, vide the aforesaid order dated 17th October 2016, the meeting of the Equity Shareholders of the Transferee Company was dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. It has been pointed out that there are no Secured Creditors of the Transferee Company. Further, since the rights and interests of the unsecured creditors of the Transferee Company are not likely to prejudicially affected due to the proposed scheme and particularly in view of the high positive Net Worth of the Transferee Company in Post Scheme scenario, their approval was not required to be obtained. 4. The substantive petitions for the sanction of the scheme were filed by these companies w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ccordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Govt. It is hereby further directed that even after the Scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 6. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned Additional Solicitor General for the Central Government. An affidavit dt. 14th December 2016 has been filed by Mr. Jatinderkumar Jolly, the Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Scheme. The petitioner has confirmed to undertake all the necessary compliances for the same including the payment of applicable fees. In view of the same, no further directions are required to be issued to the petitioner Transferee Company in this regard. (iii) The next observation made vide para 2 (e) pertains to pertains to clause 11 (ii) of the Scheme envisaging Change of Name of the Transferee Company. It has been clarified that the petitioner shall undertake the requisite procedure for availability of name and pay the necessary fees and charges for the same. In view of the same, no further directions are required to be issued. (iv) The next observation made vide para 2(f) pertains to the letter dated 23rd November 2016 sent by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... addressed. Hence, they no longer survive. This Court is of the view that the present Scheme of Arrangement appears to be in the interest of its shareholders and creditors as well as in the public interest. It, therefore, deserves to be sanctioned. Considering the above, the Scheme is hereby sanctioned. 9. The prayers in terms of paragraph 17 (a) of the Co. Petition No. 481 of 2016 and para 16(a) of the Company Petition No.482 of 2016 are granted. 10. The petitions are disposed of, accordingly. Insofar as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at Rs. 7,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Off ..... X X X X Extracts X X X X X X X X Extracts X X X X
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