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TMI Blog2009 (5) TMI 538X X X X Extracts X X X X X X X X Extracts X X X X ..... (hereinafter referred to as the Rules ). Prayer made in this application is to grant sanction to the proposed Scheme of Amalgamation and Arrangement from the effective date and with effect from the appointed day as notified and defined in the Scheme, as a going concern in accordance to the terms and conditions set forth in the Scheme. The Scheme in question, approval of which is sought for is filed as Annexure P/1 and is available at Pages 39 to 74, of the petition. 2. Facts in brief, necessary for disposal of this petition, are that M/s. VA Tech Hydro India Private Limited is first petitioner and the transferee-company was originally incorporated as CG Elin Power Systems Private Limited in the State of Madhya Pradesh with effect from 28-11-1996. Subsequently, name of the petitioner-company was changed to the present name, i.e..... M/s. VA Tech Hydro India Private Limited with effect from 26-6-2007 and after change of name a fresh certificate of incorporation was issued by the Registrar of Companies, Madhya Pradesh and Chhattisgarh. Shortly after its incorporation, it is stated that the first petitioner/ transferee-company had commenced its business and at present it is c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner/transferee-company has the following creditors namely : ( i )Only one Secured Creditor representing Secured Credit of Rs. 32,29,725 (Rupees thirty two lakhs twenty nine thousand seven hundred and twenty five only). ( ii )First Petitioner/Transferee-Company has sanctioned working capital limits from four banks namely: State Bank of India - Overseas Branch; ICICI Bank; IDBI Bank; and, Calyon Bank of Rs. 233,80,00,000 (Rupees two hundred thirty three crores and eighty lakhs only). ( iii )Has 181 (one hundred eighty one) Unsecured Creditors representing Unsecured Credit of Rs. 26,75,56,168 (Rupees twenty six crores seventy five lakhs fifty six thousand one hundred sixty eight only). It is submitted that all the Creditors, namely, Secured, Unsecured and four banks [set out in clause ( ii ) above] have provided their consent to the Scheme being sanctioned by this Hon ble Court without any modification/amendment. Copies of the List of Secured Creditors as on 31-10-2008, duly certified by M/s. Tarun Jaggi Associates, Chartered Accountants along with individual letters of consent are annexed with the Company Petition as Annexure P/11 and are available at page Nos. 281 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ociation of the second petitioner/transferor-company is annexed as Annexure P/7 to the petition. 6. The authorised Share Capital of second petitioner/transferor-company as on 31-10-2008 is Rs. 150,000,000, divided into 15,000,000 Equity Shares of Rs. 10 each and the Issued, Subscribed and the Paid-up Share Capital of the second petitioner/transferor-company as on 31-10-2008 is Rs. 21,205,640, divided into 2,120,564 Equity shares of Rs. 10 each and the entire Issued, Subscribed and Paid-Up Share Capital of the second petitioner/transferor-company, is beneficially held by VA Tech Escher Wyss Gmbh, Germany. The second petitioner/transferor-company has not issued any debentures or any other class of Shares (other than Equity Shares), as on date. The second petitioner/transferor-company has neither issued nor agreed to issue any debentures. 7. It is further stated that as on 31-10-2008, the second petitioner/transferor-company has seven Equity Shareholders and all the Shareholders have given their consent to the implementation of the Scheme without any modifications/amendments by individual letters of consent. A copy of the List of Shareholders as on 31-10-2008 duly certified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are contained in the Scheme so as to become assets, liabilities and undertakings of the transferee-company in accordance to the terms and conditions stipulated in the Scheme. 10. It is the case of the petitioner that the Board of Directors of Petitioner-Companies by Resolutions passed at their respective Meetings have unanimously approved the Scheme and copies of the said Resolutions are annexed as Annexure P/2 to the Company Petition (available at pages 75 to 77). None of the Directors of the Petitioner-Companies have any material interest in the said Scheme. The aggregate assets of the petitioner/ transferee-company after the coming into force of the Scheme, is expected to be more than sufficient to meet all the liabilities of the petitioner/ transferor-company and the said Scheme will not adversely affect the rights of any of the creditors of the petitioner-companies in any manner whatsoever, and due provisions have been made for payment of all liabilities as and when the same fall due in ordinary course of business. The exchange ratios of the shares of the petitioner/ transferor-company for shares of the petitioner/transferee-company have been fixed on a fair and reasonable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Official Liquidator of this Court and also ordered for publication of the notice in Hindustan Times - English edition and Dainik Bhaskar and Raj Express - Hindi Edition. Affidavit of the competent officer with regard to publication in the newspaper as ordered on 2-4-2009 has been filed and the Regional Director, Western Region has also submitted his affidavit along with Report through Shri Mohan Sausarkar, Standing Counsel for the Government of India. In his report, the Regional Director has indicated that since the transferor and transferee-company are owned by Andtriz Group (which is a Foreign Company), Reserve Bank of India may be notified regarding the sanction of the Scheme within 30 days from the date of pronouncement of the order, sanctioning the Scheme, by this Court. The Regional Director in his Report has indicated that the Scheme is not prejudicial to the interests of shareholders and public. 15. The Official Liquidator has also submitted his report, wherein he has stated that the affairs of the second petitioner/transferor-company are not conducted in a manner prejudicial to the interests of shareholders and public and that the Scheme is not prejudicial t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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