TaxTMI 
TaxTMI 
2013 (5) TMI 1078
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....ny - M/s. Krita Engineering Private Limited was incorporated on 08.10.1990 in the State of Karnataka. Its aims and objects as per the Memorandum and Articles of Association produced at Annexure-B would indicate that it is carrying the business of manufacturers, designers, dealers, importers and exporters of machines, etc., as morefully enumerated therein. Registered office of the transferor company is situated at the address shown in the cause title of company petition and details of share capital of the petitioner company as on 31.03.2011 is as under: (a) Authorised Capital is Rs. 1,40,00,000/- divided into 1,40,000 Equity Shares of Rs. 100/- each. (b) Issued, Subscribed and Paid up Capital is Rs. 1,28,00,000/- divided in....
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....12 was filed by the transferee company before this Court with a prayer to dispense with the meeting of equity shareholders and unsecured creditors and for convening the meeting of secured creditors. This Court by order dated 23.03.2012 allowed the said application and dispensed with the convening of meeting of equity shareholders, unsecured creditors as well as sundry creditors and directed to hold the meetings of secured creditors by appointing the Chairman for the said meeting. Pursuant to said direction the meeting of secured creditors was convened by the appointed chairman by publishing a public notice in "The Hindu" English Daily newspaper and "Kannada Prabha" Kannada Daily newspaper. None participated in the said meeting. Resolution a....
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....r, where proxies are allowed (under the rules made under section 643) by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Hon'ble Court be binding on all the creditors, all the creditors of the class, all the members, or all the members of the class, as the case may be and also on the company, or in the case of a company which is being wound up, on the liquidator and contributories of the company, and on this ground alone petition is required to be dismissed. (3) It is brought to the notice of the Hon'ble High Court that the scheme may be sanctioned subject to the sanction of the scheme by the Hon'ble High Court of West Bengal as the Transferee comp....
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....ereafter, the Chairman had submitted the report to this Hon'ble High Court on 07-04-2012. It was presumed that since they have not attended after notice has been given them is implied consent from the creditors. Once the court appointed chairman has given his report, the regional director cannot question this issue. However, the majority secured creditors have given their NOC's and the same are being produced as Annexure-C & D. c. Scheme sanctioned subject to the sanction of the Scheme by Hon'ble Court of West Bengal. The status before the Hon'ble High Court of West Bengal is the Regional Director has filed the report and Reply Affidavit is also filed. The same is pending for final adjudication by the Hon'b....
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.... D. In view of the same second observation made by Registrar of Companies would also stand complied. 11. Insofar as third observation made by Registrar of Companies relates to sanction of present Scheme by this Court to be subject to sanction of Scheme said to have been propounded by the transferee company before the Jurisdictional Company Court i.e., High Court of Judicature at Kolkotta is concerned. The sanction of Scheme by this court would necessarily be subject to approval of the Scheme by the High Court of Judicature at Kolkatta. 12. In view of second observation having also stood complied, question of consideration of report of the Chairman is deemed to have been accepted. 13. The Scheme of Arrangement (Annexure-A) which is ....