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TMI Blog2016 (8) TMI 392X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany 1") and Kusha Healthcare Limited ("Transferor Company 2") and Shalby Limited ("Transferee Company") and their respective Shareholders and Creditors under Sections 391 to 394 of the Companies Act, 1956 and corresponding provisions of Companies Act, 2013. 2. Since the three petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 3. It is submitted that the Scheme would result in the best interests of the shareholders, creditors, employees and all other stakeholders of the Transferor Companies & Transferee Company. Further it would result in enhancement of shareholder value and operational efficiencies, benefit of scaling up, greater focus, and would enable the management to ..... 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 Transferee Company, it has been pointed out that vide the order dated 3rd May, 2016 passed in the Company Application No. 230 of 2016 the meeting of the Equity Shareholders and Preference Shareholders of the Transferee Company was dispensed with in view of the written consent letters of 99.95% of the Equity Shareholders and 87.96% of Preference Shareholders. In pursuance o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h- Western Region, Ministry of Corporate Affairs. 9. In the above affidavit, the Regional Director has, inter alia, made the following observations: "a. In para 2(d) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to ensure the compliance with guidelines of RBI and FEMA b. In para 2(e) of the Affidavit filed by the Regional Director, it is observed that clause 10.3 of the Scheme is not in accordance with Accounting Standards - 14. c. In para 2(f) 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. 10. On behalf of the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be dissolved without the process of winding up. 15. In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitioner company have not been conducted in the manner prejudicial to the interest of its members or to the public interest, in the opinion of this court it does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, in as much as from the material on record and on perusal of the Scheme, the scheme appears to be fair and reasonable and is not violative of any of public policy. The arrangement under the proposed scheme appears to be in the interest of the companies and its members and credit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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