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2016 (1) TMI 995 - HC - Companies LawScheme of Arrangement - Demerger and transfer of Roorkee Division of Alpha Packaging Private Limited into Alpha Plastomers Private Limited - Held that - Having heard Mr.Navin K. Pahwa, learned advocate for Thakkar and Pahwa, Advocates, learned advocate for the petitioner Companies, Mr.Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the report of the Regional Director, the reply filed on behalf of the petitioner Resulting Company and having considered the Scheme of Arrangement together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Arrangement. In view of the above, the Scheme of Arrangement is sanctioned. The costs of these petitions are determined at ₹ 7,500/each payable to Shri Devang Vyas, learned Assistant Solicitor General of India. The petitioner Companies shall lodge a copy of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of Stamp Duty, if any, on the same within 60 (sixty) days from the date of the order. The petitioners are directed to file a copy of this order along with a copy of the Scheme with the Registrar of Companies, electronically, along with requisite Form in addition to the physical copy as per relevant provisions of the Act.
Issues Involved:
Petitions filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction for a Scheme of Arrangement involving Demerger and transfer of a division from one company to another. Analysis: The judgment pertains to petitions filed seeking sanction for a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956. The Demerged Company filed an application for dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors, which was granted by the Court. Subsequently, the Resulting Company also filed an application for dispensation of the Equity Shareholders' meeting, with the Court ruling that the meeting of Creditors was not required for the Resulting Company. Following this, the petitioner filed Company Petitions seeking sanction for the Scheme of Arrangement. The Court admitted the petitions and directed the issuance of notices to the Regional Director for both companies. Additionally, the Court ordered the publication of the notice in specified newspapers. The petitioners complied with the publication requirements by publishing notices in English and Gujarati newspapers. Affidavits were filed by the Authorized Directors confirming the publication of advertisements. In response to the notice, the Regional Director filed an affidavit raising an observation regarding comments from the Income Tax Department. The Regional Director's report indicated no adverse comments from the Income Tax Department but suggested compliance with the Income Tax Act and Rules. The Resulting Company responded to this observation, highlighting the absence of adverse remarks within the stipulated period and its willingness to comply with tax regulations. After hearing arguments from the advocates and reviewing relevant documents, the Court found it appropriate to grant sanction to the Scheme of Arrangement. The Scheme was sanctioned, with costs determined and directions given for further actions, including lodging a copy of the order with the concerned authorities and filing with the Registrar of Companies. The filing and issuance of the drawn-up order were dispensed with, and the petitions were disposed of accordingly. In conclusion, the judgment addresses the procedural and substantive aspects of seeking sanction for a Scheme of Arrangement under the Companies Act, 1956, emphasizing compliance with statutory requirements and the Court's role in approving such arrangements.
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