2016 (12) TMI 1019

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....anies. 2. A Scheme of Amalgamation is proposed for the amalgamation of the Petitioner Companies, Essar Concessions India Limited and Essar Infrastructure Services Private Limited and Global Commodities Trading Limited and Kirti Realties and Farms Private Limited and Paprika Media Private Limited and Wellman Hindustan Private Limited with Imperial Consultants and Securities Private Limited under Sec. 391 to 394 of the Companies Act, 1956. 3. The Petitioner has filed the present Petition seeking sanction of the said Scheme under Section 394 of the Companies Act, 1956. 4. It has been submitted that the Petitioner Companies are engaged in different activities, viz. buying, selling, importing, exporting, all types of jewellery, precious....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....f 2016, praying for (i) the dispensation of the meetings of the Equity Share holders, Debenture Holders and Unsecured Creditors of the Petitioner Company, in view of the consent letters having been procured by the Company and (ii) the dispensation of the meeting of the Secured Creditors, there being no Secured Creditors of the Petitioner Company. The said Application was allowed vide Order dated 25.07.2016 passed by this Court. Accordingly, the meetings of the Equity Share holders, Debenture Holders, Unsecured Creditors and Secured Creditors were dispensed with. Therefore, no meetings were required to be convened in view of the dispensation granted by this Court. 7. The substantive petitions for the sanction of the Scheme, filed by the P....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....sions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Petitioner Companies are hereby directed to preserve the books of accounts, papers and records of both the amalgamating companies and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the Scheme is sanctioned, the amalgamating companies shall comply with all the applicable provisions of law and shall not be absolved from any of their statutory liabilities. 9. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned Additional Solicitor General. An affidavit dated 14.12.2016 has been filed....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....he Registrar of Companies as contended under paragraph 2(e) of the Affidavit dated 14.12.2016, filed by the Regional Director, who has, vide the observation at Paragraph - 2 (f) confirmed that there is no other objection to the proposed Composite Scheme of Arrangement. 11. Considering the above facts and circumstances and taking into account the contentions raised by the Affidavits and Reply Affidavits, Undertakings provided vide the Additional Affidavit dated 14.12.2016, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, have been addressed satisfactorily. Hence, they no longer survive. It appears to the Court that the present Scheme of Amalgamation is in the interest of its sha....