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TMI Blog2016 (2) TMI 204X X X X Extracts X X X X X X X X Extracts X X X X ..... rs Private Limited, and Amalgamation of residue Undertaking of Olympic Laminates Private Limited with Sara Suppliers Private Limited, the Transferee Company, proposed under Section 391 to 394 of the Companies Act, 1956. 2 It is submitted that both the companies in the proposed Scheme belong to the same group of management viz. Royal Laminates group. Olympic Laminates Private Limited is engaged in the business of manufacturing and trading of decorative laminated sheets. The company is also engaged in the generation of power through its Jamnagar Windmill Undertaking. Sara Suppliers Private Limited was incorporated with the object of carrying on the business of trading in commodities, substances, articles, merchandise, goods and things whether solid or liquid or gaseous like fish nets, solar equipment, artificial reef etc. The present Scheme of Arrangement is proposed for the consolidation of operations and it is envisaged that the proposed reorganization would result into synergic benefits. The petitions provide the details of the anticipated advantages. 3 It has been submitted that vide orders dated 29th October 2015, passed in Company Application No. 324 and 325 of 2015, meet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... absolved from any of its statutory liabilities. 7 Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India, on behalf of Central Govt. A common affidavit dated 17th December 2015 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8 The attention of this Court is drawn to the common Additional Affidavit dated 4th January 2016 filed by Mr. Jitendra Patel, the Director of the petitioner Transferor Company whereby the said issues have been dealt with. This Court has heard submissions advanced by the learned counsel appearing for the Central Govt. and Mr. Jainin Dave, learned advocate appearing for Mrs. Swati Soparkar, learned advocate for the petitioners. 9 The observation made vide paragraph 2(C) , pertains to the cash consideration proposed to be paid by the Transferee Company for the transfer of the Jamnagar Windmill Undertaking in form of the Slump Sale to the Transferee Company. It has been apprehended by the Regional ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany who have ratified the Scheme by the requisite majority. Consequently the Company Court s jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts lime an umpire in a game of cricket who has to see that both the teams play their according to the rules and do not overstep the limits. But subject to that how best the game is to be played is left to the players and not to the umpire . 11 Considering the submissions advanced by learned counsel and the aspect that the proposed Scheme does not prejudicially affect the interest of its shareholders and creditors, this court does not consider it necessary to issue any directions in this regard. 12 Further, vide paragraph 2(d) of the affidavit, it has been observed by the Regional Director that the working sheet for the calculation of the Share Exchange Ratio has not been submitted by the petitioner companies. In this respect, it has been submitted that since both the companies belong to the same group and by and large there is the same set of shareholders, it is not necessary to provide the working sheets. It is further submitted that such an objection is beyond the purview of the Regional Dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e paragraph 2(f) pertains to obtaining approval from the regulatory body for the business of power generation. In this regard, it is submitted that the Transferor company had obtained the requisite permissions and licenses to carry on the said activity. However, they being general licenses, upon the Scheme becoming effective, the Transferee company shall do needful to obtain such licenses as are necessary as well as the other regulatory approvals, or amend the respective licenses, as applicable under the applicable laws from the respective regulatory authority. The power generation activity shall be undertaken by the Transferee Company, in compliance with the respective regulatory laws. 17 The observation of the Regional Director made vide paragraph 2(g) pertains to the letter dated 18th November 2015 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs, is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of arrangement. The petitioner companies have agreed to comply with the app ..... X X X X Extracts X X X X X X X X Extracts X X X X
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