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TMI Blog2017 (2) TMI 40X X X X Extracts X X X X X X X X Extracts X X X X ..... found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the 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 petitioners. The transferor company shall stand dissolved without being wound up. - CO.PET. 323/2016 - - - Dated:- 19-10-2016 - MR SIDDHARTH MRIDUL J. Petitioner no. 4/Resulting Co. No. 2 Through: Mr. Deepak Diwan, Mr. Vinod Kumar and Ms. Himanshi Taneja, Advocates for the Petitioners Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate for the Official Liquidator JUDGMENT SIDDHARTH MRIDUL, J 1. This Joint Petition has been filed under sections 391(2) 394 of the Companies Act, 1956 by the Petitioner Company Nos. 1 to 4 respectively seeking sanction of the Composite Scheme of Arrangement of Ecotrust Capital Private Limited( Transferor/Petitioner Company No. 1 or ECPL ) and Chemical And Metallurgical Design Company Limited ( Transferee/Demerged / Petitioner Company No.2 or CMDCL ) and Unisystems Packers Private Limited ( Resulting C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany No. 1 / UPPL is ₹ 1,00,000/- (Rupees One Lakhs Only), divided into 10,000 (Ten Thousand) Equity Shares of the face value of ₹ 10/- each. While the issued, subscribed and paid-up share capital of Resulting Company No. 1 / UPPL is ₹ 1,00,000/- (Rupees One Lakh Only), divided into 10,000 (Ten Thousand) Equity Shares of ₹ 10/-each. 10. Resulting Company No. 2 / TCPL was incorporated on 9th August, 2012 under the provisions of the Act. 11. The authorized share capital of Resulting Company No. 2 / TCPL is ₹ 1,00,000/- (Rupees One Lakhs Only), divided into 10,000 (Ten Thousand) Equity Shares of the face value of ₹ 10/- each. While the issued, subscribed and paid-up share capital of Resulting Company No. 1 / UPPL is ₹ 1,00,000/- (Rupees One Lakh Only), divided into 10,000 (Ten Thousand) Equity Shares of ₹ 10/-each. 12. It has been averred on behalf of the Petitioners 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). 13. It has been further submitted on behalf of the Petitioners that the Scheme has been approved by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have focused businesses under professional management as vehicles of growth and remove unnecessary layers of shareholding. And Whereas two companies from within the group have been identified and chosen as Special Purpose Vehicles (SPVs) viz Talentgenie Consultants Private Limited (TCPL) and Unisystems Packers Private Limited (UPPL) so that the three undertakings i.e. Business Center undertaking, Investment and Finance undertaking and the Industrial undertaking are held by three separate companies. And Whereas the Consultants have proposed the structuring in such a manner that ECPL is first merged with CMDCL and subsequently the Proposed Amalgamated Company demerges its Industrial Undertaking into UPPL and the Investment Undertaking into TPPL (including the Investments which is acquired as a result of the Amalgamation of ECPL into CMDCL). The factors which induced the decision were, inter alia, as follows: 1. The business strategies for the three businesses are altogether different 2. The association of collaborators and strategic partners will not mature until core businesses are segregated into separate entities 3. Dedicated business will only attrac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ening meetings of the Equity and Unsecured Creditors of Petitioner Company Nos. 1 to 4 respectively, there being no Secured Creditors of Petitioner Company Nos. 1 to 4 and Unsecured Creditors of Petitioner Company No. 1, 3 4 respectively. Vide order dated 8th March 2016, this Court allowed the Application and dispensed with the requirement of convening meetings of Equity Shareholders of the Petitioner Companies and Unsecured Creditors of Petitioner Company No. 2. 18. Pursuant to the same, the Petitioners, have filed the instant petition (i.e. Second Motion). Notice in this petition was issued by this Court, by way of the order dated 19.04.2016. Notice was accepted on behalf of the Official Liquidator (OL) and the Regional Director (RD), Northern Region. 19. It has been noted that Citations were published, on 3rd September, 2016 in Delhi Editions of the newspapers, namely, Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition), in compliance with the order of this Court dated 19.04.2016. An affidavit dated 09.09.2016 demonstrating service of the petition on the Official Liquidator, Registrar of Companies and the Regional Director, Northern Regio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upon considering the approval accorded by the members and creditors of the Petitioners to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the Official Liquidator attached to this High Court, whereby no objections have been raised to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under section 391 and 394 of the Companies Act, 1956. The Petitioners will however, comply with the statutory requirements in accordance with law. 26. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. 27. Resultantly, it is hereby directed that the petitioners will comply with all provisions of the scheme and, in particular, those which are referred to hereinabove. 28. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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