9911796707
TMI Blog2016 (5) TMI 593X X X X Extracts X X X X X X X X Extracts X X X X ..... , 1956. 2. It has been submitted that the petitioner company is the wholly-owned subsidiary of Milacron Marketing Company LLC, USA. It is engaged in the business of manufacturing and selling of plastic processing machineries and components thereof. It is a profit- making company with substantially positive Net Worth. It is further submitted that the Petitioner Company has substantial liquid funds available which are more than its requirements, and hence, the Company has considered restructuring its share capital through purchase/Buy Back of Equity Shares from its existing Shareholders to the required extent. It is envisaged that such Scheme shall be beneficial to the Applicant Company to fulfill the following objectives:(a) Utilization of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be approximately Rs. 154. 9 Crores. Considering the strong financial position o f the Petitioner Company, the meeting of the Unsecure d Creditors was dispensed with, vide the above referred order dated 29th March 2016. 4. A substantive petition for the sanction of the Scheme was filed by the petitioner company, which was admitted on 5th April 2016. The notice for the hearing of the petition was duly advertised in the Ahmedabad editions of the English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Sandesh', dated 9th April 2016. The publication in the Government gazette was dispensed with as directed in the said order. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns of the said Acts as and when necessary, for the implementation of the Scheme. 7.2 The observation of the Regional Director made vide paragraph2(d) pertains to the factual statement about proposed Buy Back of part of the Issued, Subscribed and Paid up Share Capital of the Company and the amount of consideration proposed to be paid for them at the fair value determined on the basis of the Valuation Report provided by an independent valuer M/s SSPA and Co., Chartered Accountants. 7.3 The observation of the Regional Director made vide paragraph2(e) pertains to Section 77A of the Companies Act, 1956/ Section 68 of the Companies Act, 2013 which provides for Buy Back of the shares upto 25% of the Capital of the Company. It has been observed b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that it is not mandatory for a Company to buy back its shares only by following the procedure prescribed by Section 77A. Considering the said judgments and the submissions of learned counsel, in the view of this Court, in the present case as well, the Petitioner is entitled to chose between the two options available to it for the purpose of Buy Back of its shares, as proposed, and the said observation of the Regional Director no longer survives in light of the above. 7.4 Vide the observation made in paragraph2( f), the Regional Director has pointed out the difference between the Book Value of the Share and the recommended Buy Back Price. In this regard, it has been submitted that the Petitioner has relied upon the valuation undertaken by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Arrangement in the nature of Buy Back of the Equity Shares and consequential Restructure of Capital is hereby sanctioned. 9. The prayers in terms of paragraph17 (a) of the Company Petition No.105 of 2015 are granted. 10. The petition is disposed of, accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at Rs. 7,500/. The same may be paid to the learned Standing Counsel appearing for the Central Government. 11. The petitioner Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 12. Filing and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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