TMI Blog2016 (12) TMI 882X X X X Extracts X X X X X X X X Extracts X X X X ..... rs as well as in the public interest. It, therefore, deserves to be sanctioned. Considering the above, the Scheme is hereby sanctioned. - COMPANY PETITION NO. 481 of 2016 In COMPANY APPLICATION NO. 456 of 2016 With COMPANY PETITION NO. 482 of 2016 In COMPANY APPLICATION NO. 457 of 2016 - - - Dated:- 16-12-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVT. STANDING COUNSEL FOR MR. DEVANG VYAS, ASSISTANT SOLICITOR GENERAL OF INDIA C.A.V. ORDER 1. These are the petitions filed by two companies viz. Ajanta Private Limited and Bhavnagar Marketing Private Limited, for the purpose of obtaining the sanction of this court to a Composite Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of 2016, the meetings of the Equity Shareholders and Secured Creditors of the Transferor Company were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. The meeting of the Unsecured Creditors of the company was dispensed with, accepting the contention that the rights and interest of the Unsecured Creditors of the Transferor Company are not likely to be prejudicially affected. The Net Worth of the Transferor Company as on 31st March 2016 was Approx. ₹ 494 crores and that of the Transferee Company in PostScheme scenario shall be Approx. ₹ 1377.6 crores and the certificate from a Chartered Accountant confirming the Net Worth has been placed on record. In c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cember 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or the public interest, hence the petitioner Transferor Company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396 (A) of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Exchange Ratio and rationale of the Scheme and they do not need any further response from the petitioner. (ii) Vide paragraph 2 (d) of the said affidavit, it has been observed by the Regional Director that the business of the Transferee Company, viz. Bhavnagar Marketing Private Limited is relating to power generation. In this regard, it has been submitted that this is factually not true. It is the Transferor Company viz. Ajanta Private Limited which is currently engaged in power generation through Windmills. It has been further submitted that the Transferor Company has obtained the requisite licenses, approvals and permissions from the Regulatory Authorities and the same shall be transferred to the Transferee Company to enable it to c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted that there are no complaints received by the Registrar of Companies as confirmed by paragraph 2 (g). The Regional Director has, vide the observation at paragraph 2 (h) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 8. Considering the above facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, and the undertakings provided vide the additional affidavit dated 14th December 2016, and submissions made at the time of hearing, this Court is satisfied that the observations made by the Regional Director, Ministry of Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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