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TMI Blog2016 (6) TMI 59X X X X Extracts X X X X X X X X Extracts X X X X ..... s within 30 days from the date of receipt of the same. - CP No.27 of 2016 (O&M) - - - Dated:- 3-5-2016 - MR. RAKESH KUMAR JAIN, J. For The Petitioner : Ms.Munisha Gandhi, Sr.Advocate, with Mr.Deepak Suri, Advocate, For The Respondent : Mr.Deepak Aggarwal, Advocate, with Mr.D.K. Singh, Official Liquidator RAKESH KUMAR JAIN, J. This petition is filed under Sections 391 394 read with Section 100 to 104 of the Companies Act, 1956 [for short the Act ], duly supported by affidavit of the Petitioner-Companies, seeking sanction of the Scheme of Arrangement [for short the Scheme] vide which Scope e-Knowledge Center Private Limited/Transferor Company shall merge into Quatrro Global Services Private Limited/Transferee Company. The main objects of the Scope e-Knowledge Center Private Limited/Transferor Company and Quatrro Global Services Private Limited/Transferee Company are detailed in their respective Memorandum and Articles of Association, which are annexed with the petition as Annexures P-3 and P-6, respectively. The registered office of the Scope e-Knowledge Center Private Limited/Transferor Company and Quatrro Global Services Private Limited/Transferee C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d the same is specified in Clause 10 of Part-B of the Scheme. However, the Petitioner Companies have not furnished certificate from the statutory auditors of Transferee Company that the Accounting Treatment proposed is not in violation of AS issued by the Central Government. 9. That the Deponent states that the Registrar of Companies vide para 31 of the report has stated that the Scheme in paragraph 13 envisages Capital Reduction of QGS India (Transferee Company). Pursuant to amalgamation of Scope India with QGS India becoming effective. The face value of equity share of Re.1 each of QGS India will be reduced to Re.0.5 each. To the extent of reduction in face value of equity shares of QGS India, an amount is to be credited to the Capital Reserve Account. This shall tantamount to subscribed and paid up share capital of ₹ 1,768,443,823/- being reduced by ₹ 88,422,912/- which shall be credited to the Capital Reserve Account such that the issued capital after the Effective Date would be ₹ 884,221,991/-. This exercise shall not give any effect on Asset side of the Balance Sheet and does not affect/disturb any liability/ accumulated loss, if any. As such, the reas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e value of equity share of Re.1 each of QGS India to Re 0.5 each is an arrangement between the Company and its shareholders. Further, the Scheme has been approved by the Board of Directors of both the Petitioner Companies vide the Board Resolution dated December 1, 2015. Further, the creditors and members of both the Petitioner Companies involved in the Scheme have given their consent to the said scheme. The clause 9, 10 and 11 of the RoC report also acknowledges the fact that the consent of the creditors and members of the petitioner companies were obtained. (e) Section 100 of the Companies Act, 1956 is reproduced as under: (1) Subject to confirmation by the Tribunal, a company limited by shares or a company limited by guarantee and having a share capital, may, if so authorised by its articles, by special resolution, reduce its share capital in any way; and in particular and without prejudice to the generality of the foregoing power, may - (a ) extinguish or reduce the liability on any of its shares in respect of share capital not paid-up; (b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is the commercial wisdom of the parties to the scheme who have taken an informed decision about the usefulness and propriety of the scheme by supporting it by the requisite majority vote that has to be kept in view by the court. The court certainly would not act as a court of appeal and sit in judgment over the informed view of the concerned parties to the compromise, as the same would be in the realm of corporate and commercial wisdom of the concerned parties. The court has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and members of the company 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 like an umpire in a game of cricket who has to see that both the teams play their game 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 . The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the ..... 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