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TMI Blog2017 (1) TMI 960X X X X Extracts X X X X X X X X Extracts X X X X ..... to the proposed scheme of Arrangement (hereinafter referred to as 'the proposed scheme') between the Petitioner/Transferor Company and Arysta Lifescience India Limited (hereinafter referred to as 'Non-Petitioner/Transferee Company'). 2. The registered office of the Petitioner/Transferor Company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the Non-Petitioner/Transferee Company is situated at Maharashtra, outside the jurisdiction of this Court. Learned counsel for the Petitioner/Transferor Company states that a similar petition, being Company Scheme Petition no.114 of 2016, seeking sanction to the proposed scheme was filed by the Non- Petitioner/Transferee Company before the High Court o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 31.03.2015, is Rs. 1,00,00,00,000/-, divided into 1,00,00,000 equity shares of Rs. 100/-each. The issued, subscribed and paid-up share capital of the Petitioner/Transferor Company, as on 31.03.2015, is Rs. 97,85,36,700/- divided, into 97,85,367 equity shares of Rs. 100/- each. 6. It has been averred on behalf of the Petitioner/Transferor Company that there are no proceedings pending against them, under Sections 235 to 251 of the Act (including their corresponding sections of the Companies Act, 2013), as on the date of filing of the present petition. 7. Copies of the Memorandum of Association and Articles of Association of the Petitioner/Transferor Company and the Non-Petitioner/Transferee Company have been filed on record. The au ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ectively, have approved the proposed scheme. Copies of the resolutions passed at the meetings of the Board of Directors of the Petitioner/Transferor Company and the Non-Petitioner/Transferee Company have been placed on record. 11. To recapitulate, the Petitioner/Transferor Company had in the earlier round filed Company Application (M) no.187 of 2015, seeking directions of this Court to dispense with the requirement of convening meetings of their equity shareholders and creditors, to consider and if thought fit, approve, with or without modification, the proposed scheme. This Court, vide order dated 23.12.2015, allowed the said application and dispensed with the requirement of convening and holding the meetings of the equity shareholders an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , creditors or public interest as per second proviso of Section 394(1) of the Act. 14. In response to the notices issued in the petition, the Regional Director, Northern Region, Ministry of Corporate Affairs, sought information from the Petitioner/Transferor Company; Registrar of Companies, N.C.T. of Delhi and Haryana; and the Income Tax Department. Based on the information received from the Registrar of Companies, NCT of Delhi and Haryana and the Petitioner/Transferor Company, the Regional Director, Northern Region has filed an affidavit dated 13.07.2016, not raising any objection to the proposed scheme. However, the Regional Director in para 8 and 9 of the said affidavit has made the following observations: - "8. That the Deponent state ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... feror Company was directed to file an affidavit in this behalf within 2 weeks from the date of the said order dated 15.07.2016. It is in this behalf, that the Petitioner/Transferor Company has filed an affidavit dated 20.08.2016, showing compliance regarding service of individual notices on the 12 unsecured creditors of the Petitioner/Transferor Company, consents of whom were not obtained to the proposed scheme. 16. The Petitioner/Transferor Company has further filed an affidavit dated 16.11.2016, undertaking that, pursuant to the proposed scheme getting sanctioned, it will comply with all the RBI rules and regulations in respect of allotment of shares, if any, to its holding company which is a foreign entity. In view of the aforesaid, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner/Transferor Company and the Non- Petitioner/Transferee Company. 21. It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or even compliances that may have to be made, as per the mandate of law. 22. The Petitioner/Transferor Company shall deposit a sum ..... X X X X Extracts X X X X X X X X Extracts X X X X
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