9911796707
TMI Blog2017 (1) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... nternational Private Limited (hereinafter referred to as 'Transferor Company') and Uttam Sucrotech International Holdings Private Limited (hereinafter referred to as 'Transferee Company'), for approval of the Scheme of Arrangement (hereinafter referred to as 'the Scheme') between the Transferor and Transferee Company. 2. The Transferor Company and the Transferee Company are hereinafter, collectively, referred to as 'Petitioner Companies'. 3. The registered offices of the Petitioner Companies are situated in the National Capital Territory of Delhi, and therefore, this Court has the necessary jurisdiction to adjudicate the present petition. 4. The Transferor Company was originally incorporated under the Act on 21.04.2005, with the Registra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on record. 9. A copy of the Scheme has been placed on record and the salient features of the Scheme have been incorporated and set out in detail in the present petition. It has been stated on behalf of the Petitioner Companies that the majority of equity shares of the Petitioner Companies are held by common group of shareholders and that the Petitioner Companies are managed by common groups of shareholders. It has been stated that the Scheme would, inter alia, result in reduction of various administrative overheads and increase the operating efficiencies of the Petitioner Companies. It has further been stated that the Scheme will lead to optimum and efficient utilization of capital, resources, assets and facilities; consolidation of busin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings of the secured and unsecured creditors of the Transferee Company. Further, a prayer was also made in the said Application to convene meetings of secured and unsecured creditors of the Transferor Company. By way of order dated 06.11.2015, this Court allowed the application and dispensed with the requirement of convening meeting of the equity shareholders of both the Petitioner Companies and the single unsecured creditor of the Transferee Company. The Transferee Company has no secured creditors. Further, by way of the said order, this Court directed convening of the meetings of the secured and unsecured creditors of the Transferor Company to consider and, if thought fit, approve with or without modification, the proposed Scheme. 14. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of notices in the present petition, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator (OL) has filed a report dated 25.05.2016, wherein it has been stated that the OL has not received any complaint qua the Scheme from any interested person or party. Further, it has been stated in the said report that on the basis of information supplied by the Petitioner Companies, it appears, that the affairs of the transferor company have been conducted in a manner which could not be construed as being prejudicial to either the interest of their members or the public at large. 17. In other words, it has been stated by the OL in the report that the affairs of the transfero ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... RD, the petitioner companies have filed a rejoinder affidavit dated 27.05.2016 wherein it has been averred as follows: i. That the said transfer was made in accordance with law and there is no legal bar to the said transfer of shares. Hence such transfer of shares has no bearing of the present scheme; ii. That the Income Tax department has initiated proceedings against the Directors of the Petitioner Companies in their personal capacity. Thus the same cannot be taken as an impediment for the sanction of the Scheme; iii. As per the Core Investment Companies (Reserve Bank) Directions, 2011, CICs which are not covered under the definition of 'systematically important CIC', are not required to be registered with RBI. In the present case, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he report Official Liquidator attached to this High Court whereby no objections have been raised, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will however, comply with the statutory requirements, in accordance with law. 24. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. 25. Resultantly, it is hereby directed that the Petitioner Companies will comply with all provisions of the scheme and, in particular, those which are referred to hereinabove. 26. Notwithstanding the above, if there is any deficiency found ..... X X X X Extracts X X X X X X X X Extracts X X X X
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