TaxTMI 
TaxTMI 
2016 (10) TMI 285
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....urt to a Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking viz. viz. Manufacturing Undertaking of Amazon Textiles Private Limited,the Demerged Company to Abeer Textile Private Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that Amazon Textiles Private Limited, the Petitioner Demerged Company is engaged in the business of textile processing. It also undertakes leasing of Machinery related to Textiles, Maintenance contracts for Building/s, as well as Investment activities. The Resulting Company is a wholly owned subsidiary of Amazon Textiles Private Limited, is engaged in activity of leasing machinery to Arvind Limited. The proposed Scheme of Arrangemen....
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....he company was dispensed with in view of the consent letters placed on record. Whereas separate meetings of the Secured and Unsecured Creditors of the Resulting Company was directed to be convened for the purpose of obtaining their approval to the proposed scheme. Pursuant to the directions, a meeting of the Unsecured Creditors of the Resulting Company was duly convened and held on 13th June 2016 and the Scheme was approved unanimously by the Unsecured Creditors of the Company, present and casting valid votes at the said meeting. The report dated 21st June 2016, alongwith the affidavit by the Chairman of the meeting have been placed on record for the result of the same. However, the meeting of the Secured Creditors was required to be adjour....
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....Devanshu S. Desai, Authorised Signatory of the Demerged Company whereby all the above 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 had been submitted that observations made vide para 2(a), (b) and (c ) are factual statements and do not require any response. (ii) The observation made vide para 2(d) pertains to the non compliance of Section 89 of the Companies Act,2013 by the Resulting Company for filing a relevant eform MGT6 on MCA Portal. It was submitted that the same is result of an unintentional lapse and the Resulting Company shall do the needful for suc....
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....allotment of shares pursuant to the scheme. (v) The observation of the Regional Director made vide para 2(g) pertains to the absence of the order of the High Court for the adjournment of the court convened meeting of the Secured Creditors of Abeer Textile Private Limited, at the request of the Secured Creditors. In this regard, it has been pointed out that vide para 9 of the order dated 27th April 2016 passed by the Hon'ble court specifically authorized the Chairman of the meeting to adjourn the meeting, if so required. (vi) The observation of the Regional Director made vide para 2(h) pertains to the contingent liabilities of the Resulting Company. It has been submitted that the said issue is not relevant for the sanction ....
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....not survive. This court has 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. 9. Prayers in terms of paragraph 19 (a) of the Co. Petition No. 317 of 2016 for the Demerged Company and paragraph 22 (a) of the Co. Petition No. 318 of 2016 for the Resulting Company are hereby granted. 10. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at Rs. 7,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. 11. The petitioner companies are further directed to lodge....