BELOW NOTE FOR SPEAKING TO MINUTES
1. Heard Mr.S.M. Mehta, learned counsel for the petitioner and Mr.M.Iqbal A. Shaikh, learned Central Government Standing Counsel for the respondent in all these three petitions.
2. Both the learned counsel have invited attention of this Court to the fact that while dealing with the affidavit filed by the respondent, more particularly, as far as observation No.3 is concerned, in paragraph No.c of order dated 04.05.2012, what is to be provided is that "the petitioner-Companies to amend the scheme to that extent by deleting aforesaid clause no.11.2."
3. Learned counsel for the parties submitted that in order dated 04.05.2012, due to inadvertence and typographical mistake, instead of "clause No.11.2 from the scheme" at page Nos.16 and 17 of the said order, "clause No.1.2 from the scheme" is mentioned.
4. The submission made by the learned counsel for the parties warrants acceptance and hence, paragraph No.c, as it appears in said common order dated 04.05.2012, shall be substituted and read as under:-
"c. The observation No. 3 is as under:
That, Clause No.11.2 of the scheme provides as under :-
"It is provided that any share application money of the Transferor company will be treated as unsecured loan of the Transferee Company."
The Deponent respectfully submits that the Transferee company being a private limited company under the provisions of section 3 of the Companies Act, 1956, is banned by its Articles of Association in accepting, renewing or otherwise any deposits which includes unsecured loans which is not from its own shareholders or directors. The deponent further respectfully submits that he is not aware as to whether the Transferor companies have accepted/renewed any further share application money from the persons other than their shareholders and directors after the date of their last audited balance sheets. The deponent respectfully submits that in case, any such share application money have been accepted, the same shall required to be refunded before the scheme is sanctioned by this Court. As such the said clause in the scheme is not in accordance with the provisions of section 3 of the companies act, 1956. The Court may be pleased to direct the petitioner companies to amend the scheme to that extent by deleting aforesaid clause no. 11.2 from the scheme.
It is submitted that Transferor companies have not accepted/renewed any further share application money from the persons other than their shareholders and directors after the date of their last audited balance sheets. It is submitted that Petitioner Companies will amend the scheme to that extent by deleting clause no. 11.2 from the scheme.
Therefore, the observation does not survive."
5. The Registry shall, after the aforesaid amendment is carried out in said order dated 04.05.2012, issue certified copy of the order in all these three petitions accordingly.
6. The Note for Speaking to Minutes stands disposed of accordingly.
(R.M.CHHAYA, J.) Hitesh