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TMI Blog2016 (10) TMI 465X X X X Extracts X X X X X X X X Extracts X X X X ..... d together and are considered simultaneously by this common order. 3. Ms. Vaibhavi Parikh, learned advocate for the petitioner companies submitted that INI Design Services Private Limited, the Transferor Company is a newly incorporated private limited company and is yet to commence its business. It holds majority of the equity share capital of INI Design Studio Private Limited viz. the Transferee Company. INI Design Studio Private Limited, the Transferee Company is a private limited company and is primarily engaged in Information Technology Enabled Services in the field of engineering and designing to deliver integrated solutions. 4. It has been further pointed out that since both the Companies belong to the same group of management, the Board of Directors of these Companies thought it fit to amalgamate them for achieving synergic advantages. To streamline the current organization structure and to realize commercial synergies, the Board of Directors of both the Companies is desirous of merging INI Design Services Private Limited into INI Design Studio Private Limited. The rationale, which led the management of both the Companies to decide for amalgamation lies in several positive ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme. The interests of the creditors of the Transferee Company are not in any way affected by such reduction. It has been submitted that the reduction of Equity Share Capital does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital. Further it is also pointed out that approval granted to the present scheme by the Equity Shareholders of the Transferee Company, in form of the consent letters shall be treated as the Special Resolution as required under Section 100 of the Companies Act, 1956. In view of the said submission, vide above referred order dated 16th August 2015, the procedure prescribed under Section 101(2) of the Companies Act, 1956 and under Rules 46 to 65 of the Companies (Court) Rules, 1959 was dispensed with. 8. The substantive petitions for the sanction of the scheme were filed by both the Companies which were admitted on 24th August, 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being 'The Indian Express' and 'Jai Hind' both Ahmedabad Editions on 9th September, 2016, and the publication in the Government Gazette was dispensed with as directed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with. This Court has heard submissions advanced by the learned counsel appearing for the Central Government and Ms. Vaibhavi Parikh, learned advocate appearing for the Petitioners on the said observations; (i) The observation made vide paragraph nos. 2(a), 2(b) and 2(c) of the affidavit of the Regional Director refers to the factual position and requires no response. (ii) The observation of the Regional Director made vide paragraph no. 2(d) pertains to updating the master data viz. CIN of INI Design Studio Private Limited viz. the Transferee Company on the MCA website pursuant to the transfer of the equity shares of the Transferee Company that were held by a Foreign Company as on 1st October, 2015 which got transferred to the Transferor Company, a LLP and an Individual between the period 1st October, 2015 and 16th September, 2016. In response to the said observation, the learned counsel for the Petitioner Companies submitted that the Transferee Company viz. INI Design Studio Private Limited has vide letter dated 27th September, 2016 which has been placed on record of the additional affidavit dated 5th October, 2016 as Annexure '2' requested the Registrar of Companies to rectify ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner Companies in this regard. (v) Vide observation made in paragraph no. 2(f), it has been observed by the Regional Director there are no complaints against the Petitioner Companies including any complaint/representation against the Scheme of Amalgamation. (vi) It has also been observed by the Regional Director vide paragraph no. 2(g) that the proposed Scheme of Amalgamation is not prejudicial to the interest of Shareholders of the Petitioner Companies and the public at large. 12. Considering all the facts and circumstances and taking into account all the contentions raised in the affidavits and reply affidavit and the submissions made during the course of hearing, on behalf of the parties, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. No directions are required to be issued to the Petitioner Companies. This Court is of the view that based on the material on record it can be concluded that the present Scheme of Arrangement in the nature of Amalgamation is in the interest of the Shareholders and Creditors of both the Companies as well as in the public interest, therefore, the same deserves to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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