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TMI Blog2014 (3) TMI 1233X X X X Extracts X X X X X X X X Extracts X X X X ..... olders and creditors and approval to the reduction of capital of the petitioner Company in terms of the Minute being Annexure V to the Company Petition No.313 of 2013. The petitioner Company has given in detail the background, circumstances, rationale and significant benefits envisaged due to the Scheme, in its petition. 3. It is submitted on behalf of the petitioner Company that the Scheme inter alia provides for transfer by way of amalgamation of the entire undertaking (defined in the Scheme) of Transferor Company into the petitioner Company, for reduction of capital of the petitioner Company and the dissolution of the Transferor Company without winding up under Sections 391 to 394, Sections 100 to 104 and other relevant provisions of the Act, as set out in the Scheme. 4. It has been submitted that the petitioner Company in Company Petition No.313 of 2013 is primarily engaged in the business of manufacturing and marketing of cement and clinker for domestic and export markets and in the business of manufacturing and dealing in Grey Cement, White Portland Cement, Ordinary Portland Cement and Cement of all kinds and varieties, Concrete, Lime, Clay, Gypsum and Lime Stone, Sagole, S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t III of the Scheme deals with cancellation of 15,06,70,120 equity shares of face value of Rs. 2 each of the petitioner Company held by the Transferor Company in the petitioner Company. Clause 19 of the Scheme postulates cancellation of the existing shareholding of the Transferor Company in the petitioner Company, without any further act of deed, in accordance with provisions of Section 100 to 103 of the Act and the order of the High Court sanctioning the Scheme shall be deemed to be also the order under Section 102 of the Act for the purpose of confirming the reduction. 9. Accordingly the petitioner Company in its extra ordinary General Meeting, held on 23rd November, 2013 passed a special resolution and approved the reduction in the capital of the petitioner Company. 10. The petitioner Company thereafter filed the Company Petition in this Court seeking sanction to the Scheme. By the order dated 18th December, 2013, this Court admitted the petition and kept for hearing on 26th February, 2014 and directed the petitioner Company to give notice of hearing of the petition to the Central Government through the Regional Director, Northwestern Region, Ministry of Corporate Affairs and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y has filed its Affidavit dated 6th March, 2014, dealing with the observations of the Regional Director. The attention of this Court is drawn to the Affidavit, where all the above issues have been dealt with, in paragraphs 4 to 14. I have further heard the submissions made by the learned Senior Advocate Mr. Saurabh Soparker, appearing for the petitioner Company, as briefly set out hereunder; 14. With regard to the submission on the amendment to Scheme for issue and allotment of new shares in dematerialized form, it is submitted that the Scheme deals with issuance of shares in dematerialized form as well as physical form; but the petitioner Company has no objection to modify the Scheme, if so directed by the Court. (a) With regard to non-compliance with the requirements of Accounting Standard - 14, it is submitted that the petitioner Company will comply with the same. (b) With regard to compliance with requirements of SEBI Circular dated 4th February, 2013 and 21st May, 2013, it is submitted that the petitioner Company has complied and will continue to comply with the same. (c) With regard to treatment of the employees of the Transferor Company, it is submitted that the Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bmission regarding resolution of investor complaints, the petitioner Company undertakes to address the same in usual course. (i) With regard to hearing of a shareholder complaint, it is submitted that the same deals with the complaint received from one independent shareholder, Chandiramani Rekha Mohan. It is further submitted that the petitioner Company has already responded to the complaint, and that the complainant has not filed any objections before this Court. 15. Considering all the facts and circumstances and taking into account all the contentions raised in the Affidavit and the Reply Affidavit and the submissions made during the course of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. 16. As to the "objections" by shareholder, Mr. Dipakkumar J.Shah, the same do not deserve to be considered as no such objections are filed in the Registry of this Court. He has also not remained present to oppose the petition. In any case the petitioner Company, vide its affidavit in reply dated 7th February 2014 dealt with and answered the issues raised by the said shareholder, Mr. Dipakkumar J. Shah, I am theref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bjection is filed so far as these present proceedings are concerned, and when the objections are filed which do not indicate any legal lacuna in the procedure, then bearing in mind the observations of the Apex Court in case of Miheer H. Mafatlal (supra), this Court may safely overruled the same as otherwise it would amount to thwarting the process which has already started. The thwarting is also not unwarranted, if the circumstances so persuade the Court. But in the instant case, the Court is satisfied qua lack of any invalid objection and hence the Court is of the view that the Scheme is required to be sanctioned. 20. Under the circumstances, I hold that the present Scheme of Amalgamation is in the interest of the shareholder and creditors of the petitioner Company as well as in the public interest and the same deserves to be sanctioned. 21. The reduction of share capital of the petitioner Company as envisaged in the petition is approved and the Minute dealing with reduction of the share capital of the petitioner Company being Annexure V is hereby approved. 22. The petition is disposed of accordingly. So far as the costs to be paid to the Central Government, Standing Counsel ar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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