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TMI Blog2016 (4) TMI 269X X X X Extracts X X X X X X X X Extracts X X X X ..... iv Shakdher, J. For the Petitioner : Mr. Saurabh Kedia and Mr. Gursat Singh, Advs. Ms. Aparna Mudiam, AROC. Mr. Rajiv Behl, Advocate for the OL. ORDER Rajiv Shakdher, J 1. This is a second motion petition filed jointly by Surya Laboratories Private Limited (i.e. petitioner no.1/demerged company) and Valens Technologies Private Limited (i.e. petitioner no.2/resulting company) under Section 391 and 394 of the Companies Act, 1956 (hereafter referred to as the Act) for approval of the scheme of arrangement (hereafter referred to as the scheme). 1.1 To be noted, the scheme is configured in a manner whereby, a business undertaking (hereafter referred to as the transferred undertaking) of the demerged company will merge with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rger will result in the improvement of the financial position of the petitioners via restructuring, thus, leading to strengthening of business operations of the petitioners. 5. Furthermore, the petitioners have averred that there are no proceedings pending against them, under Sections 235 to 251 of the Act or the corresponding provisions of the Companies Act, 2013, to the extent notified. 6. To recapitulate, the petitioners had in the earlier round filed an application (i.e. the first motion), being: CA(M) No.100/2015, as indicated above, whereby, a prayer had been made for dispensing with, the requirement of convening meetings of the shareholders and creditors (secured and unsecured) of the petitioners. This court vide order dated 03 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Income Tax Department seeking their response to the scheme. However, no observation/comment/reply of the Income Tax department, it appears, has been received in the matter. 9.1 The RD, evidently, has received information from the ROC vide communication dated 28.12.2015, which is indicative of the fact that the petitioners have not filed the BOD resolutions (E-Form MGT 14), whereby the scheme has been approved, with the office of the ROC. Hence, prima facie, the petitioners have violated the provisions of Section 117(3) of the Companies Act, 2013. 9.2 In response to the concern raised by the RD, the petitioners filed an affidavit dated 13.01.2016, wherein, it clearly averred that, the petitioners have filed the BOD resolutions (E-Form ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... approval accorded to the scheme by the shareholders of the petitioners and creditors (i.e. secured and unsecured) of the demerged company and, given the fact, that the concern raised by the RD has been duly met, as indicated above, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Section 391 and 394 of the Act. The petitioners will, however, comply with all statutory requirements, as mandated in law. 12.1 A certified copy of the order, sanctioning the scheme, will be filed with the ROC, within thirty (30) days of its receipt. 13. It is further directed that the petitioners will comply with all the provisions of the scheme and, in parti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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