TaxTMI 
TaxTMI 
TaxTMI 
2010 (8) TMI 172
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....e and Investment Private Limited, Radiant Trade and Investment Private Limited and Ventura Trade and Investment Private Limited with Adani Enterprises Limited, the Transferee Company under section 391 read with section 394 of the Companies Act, 1956. All the Petitioner Companies belong to the same group of management. 2. It has been pointed out that vide the order dated 7-5-2010 passed in Company Application No. 136 of 2010 (Copy as Annex. H to the petition), meeting of the Equity Shareholders was directed to be convened and held. Pursuant to the said order, the meeting was duly convened on 10-6-2010 and the proposed scheme was approved by requisite majority of 92.13 per cent in number and 99.54 per cent in value of the Equity Shareholders....
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....Purpose Financial Statements of the Transferee Company. The Registrar of Companies, Gujarat, has submitted his report and therein opined in that the subject Company has violated provisions of section 211 read with Accounting Standard 17, Accounting Standard 5 and Clause 2(b) of Part II of Schedule VI of the Companies Act, 1956. The said report has been forwarded to the Ministry of Corporate Affairs by the deponent for necessary direction in the matter. In this connection, the deponent crave leave of this Hon'ble High Court, that liberty may be granted to the Ministry of Corporate Affairs/Regional Director/Registrar of Companies, Gujarat to initiate such necessary penal action in respect of violations, if any, under the provisions of the Com....
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....or Registrar of Companies perusal. After examining the same, he has observed that notices in compliance of section 171 of the Companies Act, 1956 have been dispatched, and prima facie, Company has complied with the provisions of the Act. He has further reported that complainant has not made out any prima facie violation of the provisions of the Companies Act, 1956. This for the information of this Hon'ble High Court." 5. An additional affidavit is filed by Shri Jatin Jalundhwala, Chief Legal Officer and Authorized Signatory of the Transferee Company on 28-7-2010. While dealing with the objections raised by the Regional Director in paragraph 6(a) of the affidavit, it is submitted that the observations made by the Regional Director in the sa....
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....e Bombay Stock Exchange, if any, and do the needful to abide by the SEBI Guidelines with regard to the promoters holding in the Company and shall keep the new Equity shares in lock-in period of 3 years. So far as the observations made under paragraph 6(d) is concerned, it is submitted that the complaint filed by one shareholder before the Registrar of Companies is baseless. The petitioner Company had issued requisite notice to the said shareholder for attending to the Court convened meeting and further supplied all the documents sought for by him, viz., Copies of the Annual Reports, copy of the Chairman's Report as also the copy of the petition. The petitioner Company has submitted necessary proof for the same before the Registrar of Compan....
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....ent case also, the Transferor Companies are situated at Mauritius and relevant provisions applicable to the scheme of compromise or arrangement are produced before the Court along with the Counsel's Certificate which specifically states that there is no violation of any provisions of Mauritius law in the process of proposed amalgamation of 4 Transferor Companies situated at Mauritius, inasmuch as it complies with the provisions of section 4(2)(b) and section 4(3) of Part II of 14th Schedule (section 345) of the Companies Act, 2001. 9. The petitioner Company has produced the letter dated 23-4-2010 from Trustlink stating that merger of all these 4 Transferor Companies situated at Mauritius as proposed by the Transferee Company in this Court ....