9911796707
TMI Blog2003 (8) TMI 386X X X X Extracts X X X X X X X X Extracts X X X X ..... Affairs. These letters are taken on record. 2. These are the petitions filed by two petitioner companies for sanction of a scheme of arrangement in the nature of de-merger and transfer of Vatva Division of Patels Airtemp (India) Limited (the De-merged/Transferor Company) to Patels Airflow Limited (the Resulting/Transferee Company) under section 391 read with section 394 of the Companies Act, 1956. 3. Both the petitioner companies are public limited companies. The De-merged/Transferor company (PAT) is engaged in manufacturing of wide range of Equipments like Heat Exchangers, Industrial Fans and blowers and various heavy duty processing equipments. The Resulting/Transferee Company (PAL) is recently promoted with an objective of taking over ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r has raised certain issues with regard to various clauses of the scheme. These issues pertain to the listing of the shares of the Transferee Company, the special resolution pertaining to Reduction of Capital under section 100 of the Companies Act, the appointed date being prior to the date of the incorporation of the Transferee Company and the meeting of the creditors of the Transferee Company. The additional affidavit dated 15-7-2003 filed by the respective directors of the petitioner companies deals with all these issues and gives detailed explanations and justifications of the said clauses of the scheme. 8. It is submitted by Ms. Davawala that the transferor company is a listed company; while the transferee company is a non-listed comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ities shall give necessary approvals and permissions forthwith in this regard". 10. Thus it is clear from the language of this clause that the listing company will have to take steps so that the equity shares of the Resulting Company issued in terms of clause 7(a) are listed, where the equity shares of the De-merged Company are listed and/or admitted to trading. According to her, the Resulting Company shall have to enter in such arrangement and issue such confirmation which may be necessary in accordance with laws and regulations so that the apprehension/objection expressed vide clause ( a) by the Regional Director in his letter dated 27-6-2003 is not sustainable and well founded. 11. The additional affidavit filed by Mr. N.G. Patel, dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and liabilities of the existing company were to be identified for the purpose of transfer to the newly created company, the fact that the appointed date was falling prior to the incorporation of the Transferee Company was not material because the transfer was to take place on the effective date of the scheme. The Transferee Company should be in existence by that date". 13. The contention taken up by the Regional Director in the letter in reference to transferee company is not sustainable because the transferee company has not prayed formally for dispensation of equity as the same was not required. In short, the points taken by the Government of India, Ministry of Finance and Company Affairs have been taken care of by the Scheme. 14. Havin ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
