9911796707
TMI Blog2016 (9) TMI 406X X X X Extracts X X X X X X X X Extracts X X X X ..... ervices Private Limited ("Transferor Company") and Sanghi Infrastructure Limited ("Demerged Company") and Enrich Steels Private Limited ("Resultant/Transferee Company") and their respective Shareholders and Creditors under Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 and 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 the case of the petitioners that all the petitioners belong to the same management and are this composite scheme of arrangement would be in the best interests of the shareholders, creditors, employees and othe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Equity Shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors and Unsecured Creditor of the Demerged Company was dispensed with in view of the fact that there are no Secured and Unsecured Creditors. 6. With respect to the Transferee Company, it has been pointed out that vide the order dated 10th March, 2016 passed in the Company Application No. 90 of 2016 the meeting of the Equity Shareholders, Preference Shareholders and Unsecured Creditors of the Transferee Company was dispensed with in view of the written consent letters of all the Equity Shareholders, Preference Shareholders and Unsecured Creditors. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferee Company was d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal Director, it is observed that the petitioner companies be directed to comply with the guidelines issued by RBI. iv. In para 2(f) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to place on record the working sheet of calculation of share exchange ratio for the preference shareholders of the Transferor Company. v. In para 2(g) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to delete clause 24.1.2 of the Scheme. vi. In para 2(h) 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the RBI Guidelines, however the Company undertakes to comply with the applicable guidelines. 14. With regards to the fourth observation made in para 2(f), it is submitted that the Petitioner Company has provided the proposed preference share exchange ratio with the scheme of arrangement in order to get the approval from them. The shareholders have given the consent to the scheme of arrangement along with the proposed share exchange ratio. However the Petitioner Company is ready and willing to give the details of the share exchange ratio as and when desired. 15. With regards to the fifth observation appearing in para 2(g), it is submitted that the said observation is now settled in series of decisions of various High Court including a de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 Composite 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 creditors and, therefore deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner 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, d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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