9911796707
TMI Blog2012 (6) TMI 312X X X X Extracts X X X X X X X X Extracts X X X X ..... roposed under Section 391 and 394 of the Companies Act, 1956. 2. It has been submitted that the petitioner Transferor Company is a wholly owned subsidiary of the Transferee Company. It has been stipulated vide clause 8 of the said scheme that upon scheme being effective, the entire issue, subscribed and paid up capital of the said Transferor Company shall stand automatically cancelled and no new shares shall be issued by the holding Transferee Company for the transfer and vesting of the said Undertaking of the Transferor Company. In light of the said provision, the contention was taken that since the Share Capital Structure of the Transferee Company shall not go undergo any change, the rights and interests of the shareholders of the Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferor Company was directed to be convened for the purpose of seeking the approval from all the concerned parties to the proposed scheme. Pursuant to the directions, issued with regard to the meetings, after the due notices to the concerned parties as well as the public notice, the said meeting was duly convened on 21st October 2011 and the proposed scheme was duly approved unanimously i.e. 100% in number and 100% in value at the said meeting of the Unsecured Creditors. The result of the said meetings were duly reported to this Court vide the report along with the affidavit of the Chairman dated 15th November 2011. 5. The substantive petition for the sanction of the scheme was filed by the petitioner company, which was admitted on 28th No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Solicitor General appears for the Central Government. An affidavit dated 30th January 2012 has been filed by Mr. Kashmir Lal Kamboj, the Regional Director, (In- Charge) North-Western Region, Ministry of Corporate Affairs, whereby several observations are made. The same pertains to - (a) the Accounting Treatment to be followed by the Transferee Company and (b) the Appointed Date being defined as 1st April 2008. 8. The attention of this Court is drawn to the Additional Affidavit dated 26th March 2012, whereby all the above issues have been dealt with. I have further heard submissions made by Mrs. Swati Soparkar, learned Advocate appearing for the petitioners as follows : (a) It has been submitted that under Sec.211(3B) of the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate as objectionable. The attention of the Court is also drawn to the commercial rationale for selecting the Appointed Date as 1st January 2008. The petitioner Transferor Company is the wholly owned subsidiary of the Transferee Company and the commercial operations of both the companies are carried out as if they are separate divisions of the same entity. In order to meet the working capital requirements and other financial requirements, both the companies have provided the consolidated financial results since 1st January 2008 to various banks for availing their facilities. Moreover, a large number of customers of both the companies have been common since then. It has been specifically asserted by the petitioner Company that since both the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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