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TMI Blog2008 (9) TMI 563X X X X Extracts X X X X X X X X Extracts X X X X ..... to be treated the effective date of the ‘Scheme of Arrangement’ for all purposes. The office will issue formal order in the prescribed form within three weeks from today and intimate to the Registrar of Companies. - COMPANY PETITION NO. 26 OF 2008 AND COMPANY APPLICATION NO. 8 OF 2008 - - - Dated:- 18-9-2008 - SUNIL AMBWANI, J. Pushkar Mehrotra for the Applicant. ORDER 1. Heard Shri Pushkar Mehrotra, learned counsel for the applicants-companies. The Official Liquidator, U.P. as well as Regional Director, Northern Region, Ministry of Corporate Affairs, Noida have filed their reports. 2. By this Confirmation Petition, the petitioners seek to confirm the Scheme of Arrangement , between Bhagwanti Rubber Allied Prod ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es Act, 1956 (hereinafter referred to as "the Act") for a direction to dispense with the convening the meeting of the equity shareholders of both the companies for approving the proposed scheme of demerger between the two companies as the resulting company was earlier 100 per cent holding company of the demerged company and the shareholders are the Directors/Shareholders of the demerged company and the shareholders of both the companies have no objection to the scheme of demerger. Copy of the proposed scheme of demerger has been filed as Annexure-IV. The scheme of demerger has been approved by the respective Board of Directors of the two companies on 24-2-2008 (the demerged company) and on 18-1-2008 (the resulting company), copies of whic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notices shall also be published in daily newspaper Pioneer (English) published from Lucknow and Hindi daily newspaper Dainik Jagran published from Kanpur, given full details of the meeting, place and time of convening meetings. Sri Dev Kant Pandey (Mobile No. 9415616397) and Sri Udayan Nandan (Mobile No. 9936423399) are appointed as Chairman and alternate Chairman of the meeting of the creditors, of the demerged company. They shall be paid Rs. 30,000 for Chairman and Rs. 20,000 for alternate Chairman for each meeting with an additional amount 20 per cent of their fees as incidental expenses. The demerged company shall make their travel arrangements by taxi and stay at a proper Guest House or Hotel on their request. The notice convenin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings. The Chairman shall report to the Court the result of the meetings on or before 11-7-2008. The report shall be verified by the affidavits of Chairman. List the matter on 14-7-2008." 4. Shri Dev Kant Pandey, Advocate and Shri Udayan Nandan, Advocate, the Chairmen appointed for the shareholders and creditors meetings, have filed their reports along with their affidavits verifying that in the meetings of the shareholders of the Transferor Company, five persons were present in person and four by proxies representing a total of 97.43 per cent of the total voting rights. Shri Hargun Das Rupani, holding 25.94 per cent shares; Shri Laxman Das Rupani, holding 33.97 per cent shares; Shri R.C. Rupani, holding 9.46 per cent shares; Shri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istry of Corporate Affairs, has made his comments in paras 4 and 5 as follows : "4. That the deponent further craves leave to submit that the appointed date has been fixed as 1-4-2007 and the Resulting Company viz., M/s. Rupani Footcare Pvt. Ltd. was incorporated only on 26-9-2007 i.e., after the appointed date and it was nowhere in existence as on 1-4-2007. It is not clear as to how the assets and liabilities of the Demerged Company shall be transferred in the Resulting Company when the Company was not in existence. 5. That the deponent further craves to submit that para 16( b ) of Part-IV of the Scheme provides amongst as under : In view of the demerger and other related provisions of this Scheme and concurrently and as integra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny artificial transfer of any asset prior to the incorporation of the company. The assets will stand transferred only with effect from the date of the incorporation of the Transferee Company. The same judgment as well as the judgment in Patels Airtemp (India) Ltd., In re [2004] 122 Comp. Cas. 387 1 (Guj.) deal with other objections namely sanction of the Court for reduction of the share capital. 10. In the present case, the transfer of the assets would be effective from the date of incorporation of the Transferee Company and thus there will be no artificial transfer of assets prior to the incorporation of the Company. With regard to the reduction of the share capital, there is no diminution of liability in respect of unpaid share cap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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