9911796707
TMI Blog2016 (2) TMI 551X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 listed public limited Company having its shares listed on BSE Limited and National Stock Exchange (India) Limited. It is one of the leading pharma companies of the Country engaged in the business of manufacturing drugs and pharmaceuticals, inter alia, in the specialty fields of cardiovascular (CV) and central nervous system (CNS) and has achieved significant presence in gastrointestinal, diabetology, antiinfective and pain management segments. The Transferor Company is also engaged in manufacturing various dermatological formulations like creams, ointments, gels, lot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 proposed Scheme of Amalgamation of its wholly owned subsidiary, with itself. 5. Considering the above facts and circumstances and in light of the settled legal position confirmed by various judgments of several High Courts on this issue, this Court had granted dispensation of the separate proceedings, vide order dated 14th December 2015 passed in Company Application No.385 of 2015. Further, compliance of Clause 5.16(a) of the SEBI circulars dated 4th February 2013 and 21st May 2013 was also not necessary, since no new shares of the Transferee Company are to be issued. The C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and have not been conducted in any manner prejudicial to the interest of the members or public interest; hence the petitioner Transferor Company may be dissolved without following the process of winding up. However, the Official Liquidator has requested that directions be issued to preserve the books of accounts, papers and record ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i) Vide Paragraph 2(d), it has been observed by the Regional Director that the Transferor Company, viz. Torrent Pharmaceuticals Limited, being a listed Company, had approached the concerned stock exchanges, viz. BSE Limited and National Stock Exchange of India Limited, and obtained the requisite observation letters from the said exchanges. However, under the SEBI circulars dated 4th February 2013 and 21st May 2013, the approval from SEBI has to be obtained. In this regard, it has been submitted that the said Transferee Company was required to obtain SEBI approval through the stock exchanges only and the said exchanges have actually granted the observation letters only after obtaining clearance from SEBI which is clearly evident from the obs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 contended that the excess of the assets over liabilities should be reflected as Capital Reserve Account. In this regard, it has been submitted that Clause 11.2 of the Scheme envisages the same treatment and hence no further directions are required. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. It has been pointed out that the Scheme does not envisage any such application out of the said Capital Reserve. Hence, it is not necessary to issue any such direction or condition on the petitioner Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l 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 Paragraph 17(a) of the Company Petition No.434 of 2015 are hereby granted. 15. The petition is disposed of, accordingly. So far as the costs to be paid to the Central Government standing Counsel are concerned, they are quantified at Rs. 7,500/for the Transferor Company. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. Costs to be paid to the Official Liquidator are quantified at Rs. 7,500/payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator. 16. The petitioner Company is further directed to lodge a copy of this orde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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