9911796707
TMI Blog2016 (7) TMI 623X X X X Extracts X X X X X X X X Extracts X X X X ..... oner companies is hereby sanctioned. The same shall be binding upon all the equity shareholders, preference shareholders, secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. - COMPANY PETITION NO. 161 of 2016 In COMPANY APPLICATION NO. 202 of 2016 TO COMPANY PETITION NO. 168 of 2016 In COMPANY APPLICATION NO. 209 of 2016 - - - Dated:- 8-7-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MS DHARMISHTA RAVAL, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. This petition filed by the petitioner Companies for sanction of the scheme of arrangement between Krishiraj Trading Limited (Transferor Company 1), Welspun Fintrade Private Limited (Transferor Company 2), Welspun Mercantile Limited (Transferor Company 3), Welspun Wintex Limited (Transferor Company 4), Goldenarch Estates Private Limited (Transferor Company 5), Welspun Infra Developers Limited (Transferor Company 6), WS Trading and Holding Private Limited (Transferor Company 7) and MGN Agro Properties Private Limited (Transferee Company) and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 2 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 6. With respect to the Transferor Company 3, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 204 of 2016 the meetings of the equity and preference shareholders of the Transferor Company 3 were dispensed with in view of the written consent letters of all the equity and preference shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 3 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 3 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 10. With respect to the Transferor Company 7, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 208 of 2016 the meetings of the equity and preference shareholders of the Transferor Company 7 were dispensed with in view of the written consent letters of all the equity and preference shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 7 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 7 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 11. With respect to the Transferee Company, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 209 of 2016 the meeting of the equity sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Regional Director, it is observed that the petitioner companies be directed to ensure the compliance with guidelines of RBI and FEMA c. In para 2(d) of the Affidavit, the Regional Director has observed that the Petitioner Companies be directed by this Hon'ble High Court to comply with the provisions of Income Tax Act and Rules framed thereunder. 16. On behalf of the petitioner companies Ms. Raval has stated that in accordance with the companies Act the Transferor company will make disclosures and, the Transferee Company vide an affidavit submitted on 8th July, 2016 has undertaken to make disclosures in the first financial statements of the petitioner Transferee Company after the scheme being sanctioned and that the such reserve shall not be available for distribution of dividend. 17. Further, the Transferee Company vide an affidavit on 8th July, 2016 has undertaken to comply with the relevant provisions of FEMA and RBI guidelines and to comply with all applicable provisions of Income Tax Act and Rules. 18. In light of the above mentioned affidavit submitted by the Transferee Company, the observations made by the Regional Director stands addressed. 19. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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