TaxTMI 
TaxTMI 
2016 (1) TMI 548
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....t Undertaking' of QH Talbros Limited is to be demerged into Talwar Steering & Suspension Limited. This is one part of the Scheme. 5. The second part provides for merger of Talbros International Limited, AAB Enterprises Private Limited and Blaustern India Sales Private Limited into Demerged Company i.e. QH Talbros Limited. 6. Meaning thereby in first part of the Scheme, QH Talbros Limited is the Transferor Company and Talwar Steering & Suspension Limited is the Transferee Company, whereas in the second part of the Scheme, Talbros International Limited, AAB Enterprises Private Limited and Blaustern India Sales Private Limited are the Transferor Companies, whereas QH Talbros Limited is the Transferee Company. 7. As a consequence of the aforesaid demerger/ merger in two parts, the consequent Transferee companies will be re-named i.e. Talwar Sterring & Suspension Limited, will be re-named as QH Talbros Limited, whereas Talbros International Limited, AAB Enterprises Private Limited and Blaustern India Sales Private Limited after Scheme of Arrangement becoming effective will be re-named as Talbros International Limited. CP No. 112 of 2015 8. The petition has been filed ....
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....ansferee Company, and in the third part Quatrro Global Services Private Limited is the Transferor Company and Scope E-Knowledge Solutions Private Limited is the Transferee Company. CP No. 157 of 2015 14. The petition has been filed for approval of the Scheme vide which merger of Kajaria Exports Private Limited (Petitioner Company 1 / Amalgamating Company 1), Pearl Tile Marketing Private Limited (Petitioner Company 2/ Amalgamating Company 2) and Cheri Ceramics Private Limited (Petitioner Company 3/ Amalgamating Company 3) into Kajaria Securities Private Limited (Petitioner Company 4/ Amalgamated Company / Demerged Company). This is one part of the Scheme. 15. The second part provides for demerger of "Investment Business Undertaking of Kajaria Securities Private Limited (Petitioner Company 4/ Amalgamated Company / Demerged Company) into Kajaria Portfolio Private Limited (Petitioner Company 5/ Resulting Company). 16. Meaning thereby in first part of the Scheme, Kajaria Exports Private Limited, Pearl Tile Marketing Private Limited and Cheri Ceramics Private Limited are the Transferor Companies and Kajaria Securities Private Limited is the Transferee Company, whereas in the sec....
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....y Cases 523, 1994 (80) PMP Auto Industries Limited In Re. 289, Gujrat High Court in 1970 (40) In Re. Maneckchowk and Ahmedabad Manufacturing Company Limited 819, and CP Nos. 9 and 10 of 2006, Core Healthcare Limited vs Nirma Limited,decided on 1.3.2007, and Vodafone Essar Gujarat Limited vs Department of Income Tax (2013) 176 Comp Cas 7 (Guj). 19. In response to the contentions raised by learned counsel for the petitioners, learned counsel for Official Liquidator submitted that the provisions of the Act envisage that approval of a scheme of amalgamation between A-company may be with number of companies. The scheme of arrangement of A company may with number of other companies. It does not provide for sanctioning of a scheme where different companies are involved and different arrangements are sought to be approved. Similar are the provisions in the Companies Act, 2013. He further submitted that judgment of Hon'ble the Supreme Court in Miheer H. Mafatlal's case (supra), does not come to the rescue of the petitioners, as no such law has been laid down. General principles have been laid down therein providing for guidelines as what is to be examined by the Company Court for....
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....acted below:- "The broad contours of the jurisdiction of the Company Court in granting sanction to the Scheme are as follows:- 1. The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by Section 391(1) (a) have been held. 2. That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391 sub-section (2). 3. That the meetings concerned of the creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as whole so as to legitimately blind even the dissenting members of that class. 4. That all necessary material indicated by Section 393(1)(a) is placed before the voters at the meetings as contemplated by Section 391 sub-Section (1). 5. That all the requisite material contemplated by the proviso of sub-Section (2) of Section 391 of the Act is placed before the Cour....
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....ed. The relevant para thereof is extracted below:- "8. The transferor -Company MFL is proposed to be amalgamated with the respondent-Company MIL under the following circumstances and for the following reasons:" 28. In Hindusthan Commercial Bank Limited's case (supra) the Scheme presented before the Company Court for sanction was pertaining to one company providing for re-arrangement of its share-capital. Relevant para of the Scheme of arrangement between several classes of shareholders, as noticed in the judgment is extracted below:- "3. In these circumstances, in January, 1957 the Board of Directors of the company proposed a scheme of arrangement between the several classes of Shareholders and as part of the scheme a reduction of the capital of the company. The proposal for the scheme of arrangement was accompanied by an explanatory circular. The scheme as originally proposed, provided for (a) cancellation of share capital in accordance with the arrangement detailed in the circular (b) for reduction of the share capital by cancellation of the paid up capital to the extent of Rs. 70/- for every preference share of Rs. 100/- each to the extent of Rs. 8/- for....
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....racted below:- "3. The scheme as finally submitted to the court for its sanction envisages reorganization of the share capital of the company which includes reduction of the share capital by reducing the face value of the ordinary share of Rs. 1000 fully paid to Rs. 250 fully paid, and preference share of Rs. 100 fully paid to Rs. 25 fully paid. The scheme also envisages increase of share capital by issue of shares to the unsecured creditors of the company excluding the workers to the tune of 50% of the verified claim of each unsecured creditor. The scheme envisages dismantling and scrapping of Unit No.II of the mills of the company and the sale proceeds to be utilised towards the payment to the secured creditors, namely, Union Bank of India and the Regional Provident Fund Commissioner. After Unit No.II is scrapped, the open land is to be let out to the intending lessee which will fetch a steady income. It is proposed to restart Unit No.I of the mills of the company. The secured creditors are to be paid in full in the manner set out in the scheme. The balance of 50 per cent. of the claim of the unsecured creditors are to be frozen for a period of two years and thereafter t....