TMI Blog2013 (11) TMI 1783X X X X Extracts X X X X X X X X Extracts X X X X ..... nder Sections 391 and 394 read with Sections 100 to 103 of the Companies Act, 1956. 2. It has been submitted that Quick Flight Limited, the De-merged Company is a wholly owned subsidiary of Shreno Limited, the Resulting Company. It has been pointed out that the de-merged Company is engaged in the business of providing chartered aviation services for commercial and non commercial purposes, hiring and leasing aircrafts as well as paper printing and providing packaging solutions. 3. On the other hand, Shreno Limited, the Holding Resulting Company is engaged in several areas of commercial activities viz. glass manufacturing and trading, providing engineering solutions and real estate business. It is a substantially profit making Company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Unsecured Creditors of the Demerged Company, such meetings were not required. Vide aforesaid order dated 24th April 2013, separate procedure for Reduction of Capital and the procedure under Section 101(2) read with Rules 48 to 65 of the Company Court Rules were dispensed with. 7. In case of the Parent resulting Company, vide order dated 24th April 2013, the Court was pleased to dispense with the meetings of the Preference Shareholders and Secured Creditors in light of the consent letters. However, the Court directed to convene a meeting of the Equity Shareholders for the purpose of seeking their approval to the proposed scheme. Pursuant to the directions, issued with regard to the conduct of the meeting, after the due notices to all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany, (d) compliance sought vide the Scheme for provisions of Income Tax Act. (e) transfer of Authorised Capital of the De-merged Company to the Resulting Company (f) Restructure of share capital leading to direction to add suffix and reduced in case of Demerged company, (g) an error with regard to the name of the authority granting the shifting of the registered office of the De-merged Company from State of Delhi to the State of Gujarat. 10. The attention of this Court is drawn to the Additional Affidavit dated 9th October 2013, filed by Ms. Manisha Kathed, the Company Secretary and Authorised Signatory of the Transferee Company, whereby, all the above issues have been dealt with. I have further heard submissions made by the learned c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s order sanctioning the Scheme shall not come in the way of the aforesaid proceedings. (e) With regard to the observation of the Regional Director for assessing the amount of benefit to be realized to the Resulting Company as a result of its compliance with the provisions of the Income Tax Act, it has been submitted that the exact amount of such benefit cannot be ascertained today as it depends upon various uncertainties including finalization of pending assessments and appellate proceedings. (f) With regard to the transfer of part of the Authorised Capital to the Resulting Company, it has been submitted that the Authorised Capital of any company is an entitlement of the Company. Under the scheme, the transfer of the undertaking is en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... circumstances of the present case, there is no justification or special reason for issuing such direction to add And Reduced as a suffix to its name. 11. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, the reliance placed on the judgments of this Court and the submissions during the course of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present Scheme of arrangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. The Scheme is hereby sanctioned. 12. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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