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TMI Blog2016 (1) TMI 465X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner / Transferee Company 1/ Resulting Company 1) and Capricorn Ventures Limited (Petitioner / Transferee Company 2/ Resulting Company 2), vide which "De-Merged Undertaking" (as defined in the Scheme) of the Petitioner-Transferor Company shall vest into the Petitioner- Transferee Company 1 and "MSF Demerged Undertaking" (as defined in the Scheme) of the Petitioner- Transferor Company shall vest into the Petitioner-Transferee Company 2. Upon the Scheme becoming effective Resulting company 1 (Taures Ventures Limited) shall be re-named as 'Max India Limited', Resulting Company 2 (Capricorn Ventures Limited) shall be re-named as 'Max Ventures and Industries Limited' and the Demerged Company (Max India Limited) shall be re- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r dated 26.3.2015 (Annexure P-26). Earlier vide order dated 28.4.2015 passed in CP No. 57 of 2015, this Court dispensed with convening of meetings of the Equity Shareholders of the Petitioner-Transferee Companies. It was further directed to convene the meeting of the Equity Shareholders of the Petitioner Transferor Company on 4.7.2015 for seeking approval of Scheme of Arrangement. Notice of the meeting was also directed to be published in the newspapers and official gazette. Vide order dated 31.7.2015, report of the Chairman appointed for conducting the meeting of Equity Shareholders of the Petitioner Transferor Company was taken on record and the first motion petition was disposed of accordingly. This is the second motion petition. Noti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certain Directors and Company Secretary. The case is pending in this Court wherein the proceedings have been stayed. Learned counsel for the petitioner companies submitted that in the affidavit dated 9.10.2015 filed by C.V.Raghu, Authorised Representative of the Petitioner-Transferor Company, has stated that petitioner transferee companies no.1 and 2 have sought approval of FIPB and the same is under process. The authorised representative of the petitioner Transferee companies has undertaken that the petitioner -Transferee companies shall comply with the all applicable laws, including the Foreign Exchange Management Act, 1999 and the rules framed thereunder and applicable circulars issued by the Reserve Bank of India, in relation to the i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that 'Treatment of Tax' Clauses 5.1.8 and 6.1.8 of the Scheme take care of the same. Learned counsel for SEBI submitted that the SEBI issues comments on the draft scheme as per its circulars dated 4.2.2013 and 21.5.2013. These circulars lays down obligations of listed companies and stock exchanges, disclosures to be made, approval of shareholders of the scheme through postal ballot and e-voting and procedure to be followed after the approval of the Scheme by the Court. In terms of these circulars, SEBI examined the draft Scheme of Arrangement and offered its comments. SEBI does not approve/ disapprove/ reject/ issue any no objection certificate for any draft scheme filed with the stock exchange. It was further submitted that as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ile granting approval. In the additional affidavit, he has stated that the Petitioner-Transferor Company has sought quashing of the complaints filed by the Registrar of the Companies for prosecution of the company and its Directors, Company Secretary before this Court, the matter is still pending. He has also stated that approval of the Scheme will not in any way effect the prosecution proceedings initiated, as pursuant to the approval of the Scheme, the Petitioner-Transferor Company will not get dissolved but will carry on business in the name and style of 'Max Financial Services Limited'. The issue has been raised by the Official Liquidator in para no.6 of his report dated 8.10.2015 to the effect that as per records of the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions or proceedings pending against them under Sections 235 to 251 of the Companies Act, 1956 or under any applicable provisions of Companies Act, 2013, except the mentioned above in which proceedings have been stayed by this Court. For the reasons afore-stated and on consideration of all the relevant facts, compliance of procedural requirements contemplated under the Act and the relevant Rules, on due consideration of the reports of Regional Director, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Arrangement is hereby sanctioned. The assets and liabilities of the 'Demerged Undertaking' of the Transferor Company shall stand vested in the Petitioner-Transferee Company 1 and the 'MSF Demerged Undertaki ..... X X X X Extracts X X X X X X X X Extracts X X X X
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