TaxTMI 
TaxTMI 
2010 (11) TMI 1098
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....on. 2. The transferor company had earlier filed a Company Application (M) No. 184/2009, which was disposed of vide order dated 15th December, 2009 directing, inter alia, that a meeting of the equity shareholders, preference shareholders, secured creditors, unsecured creditors and fixed deposit holders would be held to consider for approval/disapproval of the scheme (Annexure-C) with or without modification. The Court had appointed Chairperson and alternate Chairperson for the said meetings. 3. Notices were also published in the newspapers "Statesman" (English) and "Veer Arjun" (Hindi). Vide order dated 15th December, 2009, the Court had fixed the requisite coram for the said meetings. 4. The transferor company has fil....
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....nd unsecured creditors. Three secured creditors had attended the meeting and all of them have voted in favour of the scheme of arrangement. However, meeting of the unsecured creditors was adjourned as the requisite coram was not present at the appointed time of the meeting. When meeting was called after half an hour, 8 unsecured creditors were present personally or through their representatives. The total value of debt owed to these 8 unsecured creditors was ₹ 9,86,142/ -. The unsecured creditors have voted in favour of the scheme. 7. Meeting of the fixed deposit holders was held and a report has been submitted by the Chairperson, Mr. Naresh Sahai Mathur. It is stated in the report that at the appointed time, the requisite coram was ....
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.... value. In view of the aforesaid explanation and the facts of the present case, the objection raised by the Regional Director is rejected. 9. The second objection raised by the Regional Director is with regard to the appointed date; 1st April, 2008. It is pointed out that the transferee company was incorporated on 8th April, 2008 and, therefore, there is contradiction in the scheme of arrangement. It is submitted that the asset i.e. "food division" of the transferor company cannot be transferred to the transferee company on the date when the transferee company was not in existence and had not been incorporated. 10. The aforesaid date is only for the purpose of identifying the assets and liabilities, which form part of the "....
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.... date". There is, as such, no deeming fiction in so far as the existence of assets is concerned for the purposes of transfer to the new company despite its incorporation only on May 15, 1991. The observation made by the Central Government overlooks the distinction between the "appointed date" and the "effective date" under the scheme. The definition of the latter expression makes clear. It reads thus: The 'effective date' means the later of the date on which all the consents and approvals referred to in Part VI, Clause 9, of this scheme are obtained and/or the date on which the certified copy of the order passed by the Hon'ble High Court at Delhi sanctioning this scheme of arrangement is filed with the....
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....s required to pay the requisite fee to the Registrar of Companies and stamp duty to the State Government as leviable in law. In the case of Ashim Investment Co. Ltd.(2007) 138 Comp. Case 9 (Delhi), I had considered the similar objection and the same was rejected in the following words: 17. I have considered the said objections raised by the Regional Director (NR). Regarding the first objection, I find that the question is covered and settled by a series or judgments of this Court and other High Courts. In the case of Hotline Hot Celdings (P.) Ltd., In re (2005) 127 Comp. Cas. 165 : 57 SCL 367 (Delhi) - it was held that the procedure prescribed under the Act for enhancement of share capital need not be followed as Sections 391-394 are comp....