9911796707
TMI Blog2005 (4) TMI 311X X X X Extracts X X X X X X X X Extracts X X X X ..... -3-1992, under the name and style of J.M. Patel Sales Private Ltd. Its name has undergone several changes and the present name of the company was adopted from 15-1-2002. The transferor-company is a public limited company and the promoters are holding about 74.82 per cent of the total issued, subscribed and paid-up equity share capital of the company whilst financial institutions and the general public hold the remaining shares. The transferee-company was incorporated and registered under the Act on 17-1-1985, in the State of Maharashtra under the name and style of Welspun Winilon Silk Mills Private Ltd. Its name was changed to Welspun Polysters (India) Ltd. upon change in the status of private limited to a public limited company and thereaf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s reported that the compromise and/or arrangement was read out and explained to the persons attending the meetings and the same has been approved by the shareholders and the creditors. The petition was ordered to be advertised in Indian Express, English daily, Baroda edition and Gujarat Mitra, Gujarati daily, Surat edition along with Western Times (English and Gujarati) editions. Publication in the Official Gazette was dispensed with. Notice was issued to the Central Government and the Official Liquidator was permitted to engage a chartered accountant from his panel and obtain the necessary report from him at the cost of the petitioner. 5. Similarly, Company Petition No. 27 of 2005 was admitted on 11-2-2005 and it was observed the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... para 6(2), they have stated that in their opinion, the affairs of the company have not been conducted in a manner prejudicial to the interest of its members of the public in general. 9. In para 6(2) of the report the auditor has observed that the depreciation on the fixed assets is calculated as per Schedule XIV to the Companies Act, 1956, on straight line method. The income-tax assessment procedure for the year 2002-03 is in the process. There are no pending demand raised against the company except the fact that the Central Excise Department has raised the demand of Rs. 1.74 crores against the company against which the company has filed appeals before the Appellate (Tribunal). The company has been granted tax exemption eligibility cer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant to the notice issued by this Court to the Regional Director, Mr. Jitendra Malkan, the learned Assistant Solicitor-General has filed his appearance and produced the Regional Director s report dated 23-3-2005, on the record of this case. An affidavit is filed by Shri Devandra Krishna Patil, an authorised signatory of both the companies dealing with the objections raised by the Regional Director. Mr. Malkan as well as Mr. Soparkar both are heard on the issues raised by the Regional Director. The Regional Director in his report has observed that the Registrar of Companies, Gujarat, has specifically pointed out that by virtue of scheme of arrangement between the above two companies which was sanctioned earlier by this Court on 20-3-2001, in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lthough both companies have filed the copy of the unstamped order dated 20-3-2001, a copy of the duly stamped order of this Court dated 20-3-2001, has not yet been submitted to the Registrar of Companies as the adjudication order passed by the Collector of Stamps is disputed by these companies. The order dated 20-3-2001 was given effect with effect from 25-4-2001, by both the companies without submitting copy of the duly stamped order under section 391(3) read with section 394 of the Act and also before certifying the same by the Registrar of Companies. As the issue relates to the Government revenue and a new scheme is filed before this Court when the earlier stamp matter is disputed and pending, the issue regarding pending adjudication and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Soparkar has submitted that the transferor-company has outstanding redemption preference shares to the tune of Rs. 80 lakhs as on 6-4-2005. In view of the losses suffered by the transferor-company and in view of the pendency of the present proceedings, the transferor-company has not been able to redeem the said shares. However, the transferee-company undertakes to redeem all preference shares which have fallen due for redemption on or before 6-4-2005, within 30 days from the date of final order being passed in these petitions. 18. Mr. Soparkar has therefore, submitted that having regard to these clarifications and undertakings the court should allow the present petitions and grant sanction to the scheme, as the concerns raised by the R ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
