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TMI Blog2015 (7) TMI 176X X X X Extracts X X X X X X X X Extracts X X X X ..... t no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. 3. The Petitioner Companies had earlier filed Company Application (M) No. 118 of 2013, seeking directions of this Court for convening meetings of the creditors and shareholders. By order dated 16th September, 2013, this Court allowed the Company Application and directed convening the meetings of the equity shareholders of the respective Petitioner Companies and meetings of unsecured and secured creditors of Petitioner Company-I. The Scheme of Arrangement was unanimously approved by the shareholders and creditors of the Petitioner Companies, who validly voted at the said meeting(s). 4. The Petitioner Companies have, thereafter, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their reply dated 11th March, 2013 has undertaken to file the relevant applicable forms with the ROC, if required. 8. Further, the Regional Director has also observed that equity shares of the Petitioner Companies are held by foreign companies and that the Petitioner Companies would be required to comply with all applicable statutes, rules, regulations and guidelines including as specified by Reserve Bank of India and as required under FEMA. In reply to this observation of the Regional Director, the Petitioner Companies vide their reply dated 11th March, 2013 has undertaken to comply the same. 9. The undertakings given by the Petitioner Companies are accepted by this Court and Petitioner Companies are held bound by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferred to Petitioner Company-II. Reliance, in this regard, is placed upon a judgment of this Court in the matter of HCL Hewlett-Packard Ltd.:1994 80 Comp Cas. 228 Delhi and order of this Court under section 394 of the Companies Act, 1956 in Co. Pet No. 343/2011, wherein this Court rejected similar plea of the Regional Director and has held that such scheme of arrangement would be in conformity with the provisions of the Companies Act, 1956. 11. Further, the Regional Director in his affidavit has also observed that the Power Station and the Boundary Wall which are proposed to be transferred by Petitioner Company-I to Petitioner Company-II are not forming a part of the Fixed Assets schedule in the financial statements o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Regional Director has submitted that this amount is not being transferred to Petitioner Company-II and in view of the same, the Scheme is not in compliance of Section 2(19AA) of the Income Tax Act, 1961. In reply to the observation of the Regional Director, the Petitioner Companies have vide their reply dated 11th March, 2013 have stated that the said amount forms a part of the Loan as envisaged in Schedule I of Assets and Liabilities pertaining to the Demerged Undertaking annexed with the Scheme and is being transferred to Petitioner Company-II. The Petitioner Companies have further stated that the said amount has already been paid to APIIC by the Petitioner Company- I and as on the date, there is no amount outstanding to be paid to AP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d an affidavit dated 11th March, 2013, confirming that he has not received any objection pursuant to citations published in the newspapers. 17. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under sections 391 and 394 of the Companies Act, 1956. 18. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from ..... X X X X Extracts X X X X X X X X Extracts X X X X
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