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TMI Blog2016 (6) TMI 857X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both the companies are engaged in similar commercial activities viz. manufacturing and marketing a wide range of ceramic and glazed tiles. These companies are also engaged in trading as well as export of the said products. The present scheme of arrangement is proposed for synergic benefits arising out of consolidation of activities, integration of resources and reduction in administrative and operative costs. The petitions provide the details of anticipated advantages. 3. It has been further pointed out that the Transferee company viz. Asian Granito India Limited is a listed public limited company and the shares are listed on BSE Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tially high positive net worth of the Transferee Company, as certified by a Chartered Accountant. The contention of the said petitioner company that the rights and interests of the unsecured creditors of the Transferee Company are not prejudicially affected as a result of the proposed scheme was accepted. 6. However, vide the said order, separate meetings of the Equity Shareholders and Secured Creditors of the Transferee Company were directed to be convened for the purpose of obtaining their approval to the proposed Scheme. Pursuant to the directions, issued with regard to the conduct of the meetings, after the due service of individual notices to all the Equity Shareholders and Secured creditors of the Transferee Company as well as the pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The publication in the Government gazette was dispensed with as directed in the said orders. 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 common additional affidavit dated 8th June 2016. 9. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dated 3rd June 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 it has not been condu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompanies whereby the said issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) Vide Para 2(c) of the affidavit, it has been observed by the Regional Director that the Transferee Company, being a listed public limited company, and pursuant to the Observation letters from the Bombay Stock Exchange and National Stock Exchange, issued on 15th January 2016, the Petitioner Company is required to comply with applicable provisions of the SEBI Circulars. In this rega ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ause 11.1 (d) of the Scheme dealing with the proposed Accounting Treatment does not specifically mention the name or type of Reserves for such treatment and that directions should be issued in this regard. In this connection, it has been pointed out that vide clause 11.1 (a), it has already been specified that the Transferee Company shall account for amalgamation in accordance with Accounting Standard14. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. In this regard, reliance has been placed on the decision of the Hon'ble Division Bench of the Gujarat High Court by the Petitioner. It is submitted that the aforesaid decision has concluded the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. Prayers in terms of paragraph 21 (a) of the Co. Petition No. 107 of 2016, and paragraph 22 (a) of the Co. Petition No. 108 of 2016 are hereby granted. 13. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at Rs. 10,000/- per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified ..... X X X X Extracts X X X X X X X X Extracts X X X X
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