TMI Blog2017 (4) TMI 1257X X X X Extracts X X X X X X X X Extracts X X X X ..... ld lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of amalgamation will not cost any additional burden on the stakeholders and also it will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 1st January, 2014. We do not feel that any modification is required in the said Scheme of amalgamation as the same appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law. All the statutory compliances have been fulfilled. Taking into consideration all the above, the Company Petitions are allowed and the scheme of amalgamation annexed with the petition is hereby sanctioned which shall b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vide order dated 02.02.2015 in CA No. 95 of 2015 directed to hold the meeting of equity shareholders of the 1st Transferor Company, and in CA No. 96 of 2014 CA No. 97 of 2015, dispensed with the convening and conducting the meeting of the preference shareholders holding 9% Non-Convertible Cumulative Redeemable Preference Shares and 9% Non-Convertible Non-Cumulative Redeemable Preference Shares of the 1st Transferor Company. In CA Nos. 98 and 99 of 2015 , the Hon'ble High Court vide order dated 02.02.2015 dispensed with convening and conducting the meeting of equity shareholders and debenture holders holding Zero% Unsecured Convertible Debentures of the 2nd Transferor Company. The Hon'ble High Court vide order dated 02.02.2015 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .2014 and no investigation proceedings are pending against the Petitioner Companies under section 235 to 251 or any other provisions of the Companies Act, 1956 or corresponding provisions of the Companies Act, 2013. 6. The learned Counsel for the petitioner companies further submits that rational of the said Scheme of Amalgamation is that the Transferor and Transferee Companies desire to carry on business as a composite unit. The Amalgamation of the companies will result in a strong and effective entity capable of carrying on the business activities more efficiently and offering better services to all the stakeholders. The amalgamation will ensure greater operational synergy and expansion of the trading activities, besides saving overh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bered. Accordingly, the scheme of amalgamation was revised and approved by the Board of Directors of the Petitioner companies at a meeting held on 26.5.2014. 9. However, the objections have been raised by the Objectors, who are a group of minority shareholder of the Transferor Company, a listed subsidiary of the Transferee Company. Shri Kapil Rustagi, the Counsel for the Objectors submits that after detailed research, analysis and having a close scrutiny of the said scheme, valuation report, fairness report and other financial documents of the Transferor Company, they have arrived at conclusion that the objectives of the said scheme are misleading. He further submits that there are apparent manipulation in the valuation report prepar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... jectors themselves who have increased their shareholding almost four fold since voting. In relation to the objection that the valuation report, fairness report, holding of board meeting etc., being done on a single day, the counsel referred the landmark Judgement of the Apex Court given in Miheer H. Mafatlal vs. Mafatlal Industries Ltd., reported in AIR 1997 SC 506 wherein it was held that there is nothing wrong if all these were carried out on a single day. 11. The Counsel for the Petitioner Companies have referred two more cases in support of his arguments i.e. Shailesh P. Mehta Vs. Reliance Petroleum Ltd., reported in (2010) 154 Comp Cas 303 and Reliance Communications Ltd., In Re repoted in Re (2010) 154 Comp Cas 286 (Guj) wherein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law. All the statutory compliances have been fulfilled. Taking into consideration all the above, the Company Petitions are allowed and the scheme of amalgamation annexed with the petition is hereby sanctioned which shall be binding on the Transferor Companies, the Transferee Company and secured unsecured creditors both. 15. While approving the scheme as above, we further clarify that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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