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TMI Blog2016 (2) TMI 551X X X X Extracts X X X X X X X X Extracts X X X X ..... ATION NO. 384 of 2015 - - - Dated:- 11-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MR BANDISH SOPARKAR FOR MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. This petition has been filed by the petitioner Company for the purpose of obtaining the sanction of this Court to a Scheme of Amalgamation of the petitioner Transferor Company viz. Zyg Pharma Private Limited with Torrent Pharmaceuticals Limited, the Transferee Company, proposed under Sections 391 to 394 of the Companies Act, 1956. 2. It has been submitted that the petitioner Transferor Company is a Wholly Owned Subsidiary of Torrent Pharmaceuticals Limited, the Transferee Company, which is a l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... laced on record. 4. Since the Transferor Company is a wholly owned subsidiary, it is envisaged, vide Clause 8 of the Scheme, that the Equity Shares of the Transferor Company, which are held by the Transferee Company, shall stand automatically cancelled and in lieu thereof, no new shares shall be issued by the Transferee Company. It was further submitted that considering the fact that the Capital Structure of the Transferee Company shall not undergo any change, the rights and interests of the existing shareholders of the Transferee Company are not affected in any manner. In view of the same, it was prayed that the Holding Transferee Company is not required to take out separate proceedings for obtaining the sanction of this Court to the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y only and the same was admitted on 22nd December 2015. The notice for the hearing of the petitions was duly advertised in the Ahmedabad editions of English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Sandesh' dated 31st December 2015, and the publication in the Government gazette was dispensed with, as directed in the said order. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. The said fact has been confirmed vide the additional affidavit dated 3rd February 2016. 8. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. The report dated 8th February 2016 has been filed by the Of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... garwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby several observations have been made. 11. The attention of this Court is drawn to the additional affidavit dated 3rd February 2016 filed by Mr.Ashok Modi, the Director and Authorised Signatory of the petitioner Transferor Company whereby, all the above issues have been dealt with. 12. This Court has heard Mr.Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, learned advocate for the petitioner and the learned Central Government Standing Counsel with regard to the said observations: (i) Vide Paragraph 2(d), it has been observed by the Regional Director that the Transferor Company, viz. Torrent Pharmaceuticals Limited, being a listed Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the extent of 12.73%. It has been submitted that the said details, being factual, are not disputed by the petitioner Company. However, it has been submitted that under the applicable provisions of the relevant Acts, viz. FEMA and RBI guidelines, no prior approval is required to be obtained for the proposed Scheme of Arrangement. It has been further submitted that the Transferee Company shall comply with the relevant and applicable rules and regulation including provisions of FEMA. In view of the same, no further directions are required to be issued to the petitioner in this regard. (iii) The observation of the Regional Director made vide Paragraph 2(f) pertains to the Accounting Treatment as envisaged under Clause 11 of the Scheme. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion at Paragraph 2(i), confirmed that the Scheme is not prejudicial to the interest of the Shareholders and the public interest. 13. Considering the totality of the above facts and circumstances and taking into account the contentions raised in the affidavits and reply affidavits and the submissions advanced during the course of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, have been answered. It appears from the record that the present Scheme of Arrangement will be in the interest of the shareholders and creditors of all the companies as well as the public interest and the same deserves to be sanctioned. It is hereby sanctioned. 14. The prayers in terms of Parag ..... X X X X Extracts X X X X X X X X Extracts X X X X
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