2016 (6) TMI 1059

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....n of Sahaj Realty Private Limited, the Transferor Company with Albus Investments Private Limited, the Transferee Company as well as Restructure of Share Capital of Albus Investments 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 these companies belong to the same group of management. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation of their activities shall be beneficial for rapid growth of operations of the Transferee Company. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide....

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.... Rules 1959,were dispensed with. 6. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 3rd May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being 'Indian Express', English daily and 'Sandesh', Gujarati daily both Ahmedabad editions of 23rd May 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 8th June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 11th June 2016. 7. Notice of the petition has been served upon the Office of the ....

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....idavit dt. 3rd June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 9. The attention of this court is drawn to the Additional Affidavit dated 11th June 2016 filed by Mrs. Shefali Chintan Parikh, the Director of the Petitioner Companies, whereby the said issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) The observation made vide para 2(c)....

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.... that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 10. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 11th June 2016, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present Scheme of Arrangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. The Reduction of Preference Share Capital of the Transf....