TaxTMI 
TaxTMI 
2016 (6) TMI 705
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....cture and Projects Private Limited with Vernes Infotech Private Limited. 2. India Infraspace Limited, the Demerged Company, filed Company Application No.294 of 2015 seeking directions to convene the meetings of Equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner company. This Court vide order dated 30.9.2015 passed in Company Application No.294 of 2015 directed convening of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner to be held on 5.11.2015 at the registered office address of petitioner at 11:00 AM and 12:00 noon respectively. This Court appointed Mr.Vishnubhai G. Chauhan, Director, failing him Shri Pradeep Shah, Director, as Chairman of t....
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.... the petitioner that as directed by this Court, the meeting of Unsecured Creditor of the petitioner was held on the given date and time. The petitioner filed the Chairman Report with the Registry of this Court supported by his affidavit. A perusal of the Chairman Report would disclose that the unsecured creditors present in person or through proxy, in the meeting, have unanimously approved the Scheme of Arrangement. 6. Vernes Infotech Private Limited, the Resulting Company, filed Company Application No.296 of 2015 seeking dispensation of the meeting of the Equity Shareholders on the ground that consent of ail the Equity Shareholders, in writing, has been obtained and produced on record. By an order dated 30.9.2015 passed in Company Appli....
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.... by the Regional Director is with regard to a typographical error made in mentioning Clause 28 in the Scheme. The third observation made by the Regional Director is with regard to the observations of SEBI. The fourth observation made by the Regional Director is with regard to non supply of the Schedule of Properties of the Demerged Undertaking. The fifth and last observation made by the Regional Director is with regard to the comments of the income Tax Department. 11. In response to the affidavit of the Regional Director dated 27.4.2016, the petitioner Demerged Company has filed an affidavit dated 15.6.2016 giving its response to the observations of the Regional Director. With regard to the first observation, it is stated that the petiti....
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....e observations of SEBI/BSE through its letter dated 15.7.2015, the petitioner company received a letter dated 24.9.2015 from BSE stating that SEBI vide its email dated 23.9.2015 has sent an observation. The petitioner has also placed on record a copy of the letter dated 24.9.2015 received from BSE with the petition. 14. It is further stated in the affidavit that considering the contents of the letter dated 2.7.2015 in reference to the reply dated 15.7.2015 sent by the petitioner, it is clear that the petitioner has in fact complied with all the observations of SEBI/ BSE. it is further submitted that upon receipt of the reply of the petitioner along with letter dated 15.7.2015, there is in fact no effective observation made by SEBI. 15....
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....eme which is placed along with the petition at Annexure-G for sanction of this Court. The petitioner has also placed copy of all the correspondence! observations of BSE/SEBI along with the present petition. As such, the observation made by the Regional Director in this regard does not survive. 17. With reference to fourth observation, it is submitted on behalf of the petitioner companies that the Demerged Company is required to submit the Schedule of Properties with the registry of this Court only after the Scheme is sanctioned by this Court. The petitioner company undertakes to tile the Schedule of Properties of the Demerged Undertaking with the registry of this Court immediately after sanction to the Scheme is granted by this Court. ....
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....ogether with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Arrangement. 21. In view of the above, the Scheme of Amalgamation is sanctioned. The petitioners are permitted to correct the Clauses No.38 to Clause No.28. It is, however, directed that the petitioner Transferor Company shall preserve its books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396-A of the Companies Act, 1956. It is further observed that the petitioner Transferor Company shall ensure statutory compliance of all applicable laws. It is also observed that the sanction of the present Scheme would not absolve the company ....