TaxTMI 
TaxTMI 
2016 (2) TMI 722
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....hnology Solutions India Private Limited, the Transferor Company with Sophos Technologies Private Limited, (erstwhile Cyberoam Technologies Private Limited) the Transferee Company, and restructure of Share Capital of Sophos Technologies Private Limited proposed under section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. 2 It has been submitted that both the companies in the proposed Scheme are subsidiary companies of Sophos Ltd., UK and belong to the same group of management viz. Sophos Group. The said group is engaged in the provision of IT security products and services including data protection and encryption products. As a part of Sophos Group, STSIPL, the Transferor Company is providing services related to sale....
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.... Transferor company were dispensed with, in light of the consent letters of the Shareholders and Unsecured Creditors, being placed on record. There are no Secured Creditors of the Transferor Company. Similarly, the meetings of the Equity Shareholders and Preference Shareholders of the Transferee Company were dispensed with, in light of the consent letters from all of them, being placed on record. There are no Secured Creditors of the Transferee Company. It was submitted by the Transferee Company that the rights and interests of the Unsecured Creditors of the Transferee Company are not affected as a result of the Scheme as both the companies are profitmaking companies and the net worth of the Transferee Company, in the PostScheme scenario, s....
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....e report dated 27th January 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has requested that directions be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Se....
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....29th January 2016 filed by Mr. Rakesh Mistry, the Director and Authorised Signatory of the petitioner Companies, whereby the said issues have been dealt with. 10 This Court has heard submissions made by the learned counsel appearing for the Central Govt. and Mr. Bandish Soparkar, learned advocate appearing for Mrs. Swati Soparkar, learned advocate for the petitioners, with regard to the said observations; (I) The observation made vide paragraph 2(d) refers to the shareholding in both these companies by foreign companies. These details are also factual and does not require any response. The regional Director has further observed that the requisite compliance of FEMA and RBI guidelines must be ensured. In this regard, it has been ....
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.... carried out pursuant to the said order. 12 Considering the above facts and circumstances and taking into account the contentions raised in the affidavits and reply affidavits, and the submissions advanced during the course of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, are answered satisfactorily. It appears that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest and the same deserves to be sanctioned. The proposed Scheme of Arrangement in nature of amalgamation as well as restructure of capital is, hereby, sanctioned. The Reduction of Equity Share Capital of the Transferee Co....