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TMI Blog2016 (11) TMI 1260X X X X Extracts X X X X X X X X Extracts X X X X ..... - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR BANDISH SOPARKAR, ADVOCATE for MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. This is a petition filed by Bodal Agrotech Limited, for the purpose of obtaining the sanction of this Court to a Scheme of Amalgamation of Bodal Agrotech Limited, the Transferor Company with Bodal Chemicals Limited, the Transferee Company; proposed under Section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that Bodal Agrotech Limited, the petitioner Transferor Company is a wholly owned subsidiary of Bodal Chemicals Limited, the Transferee Company. The Transferor Company was originally promoted with the objective of manufacturi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tted that vide order dated 14th July, 2016 passed in Company Application No. 311 of 2016, the meeting of the Equity Shareholders and Unsecured Creditors of the Transferor Company were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured Creditors of the Transferor Company. 5. In case of the Transferee Company, dispensation of the separate proceedings was sought based on the contention that the Transferee Company being the sole holding company of the Transferor Company, no shares were proposed to be issued towards consideration for the transfer and vesting of the undertaking of the Transferor Company. As a result, the rights and interests of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Affidavit dated 19th August, 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 20th August, 2016. 7. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. The report dated 6th September, 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 they have not been conducted in any manner prejudicial to the interest of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n dealt with. This Court further heard submissions made by the learned counsel appearing for the Central Government and Mr. Bandish Soparkar, learned advocate appearing for the petitioners as follows: (i) The observations made vide para 2 (a), 2(b) and 2(c ) refer to the nature of the proposed Scheme, rationale for the scheme as well as interrelationship between two companies. All these references being factual position, do not need any response. (ii) Vide Para 2(d) of the affidavit, it has been observed by the Regional Director that the Transferee Company, viz. Bodal Chemicals Limited being the listed company had approached the concerned Stock Exchanges, viz BSE and NSE, and obtained the requisite observation letters from the said ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that reserves so created, if any, shall not be available for distribution of dividend. In this regard, it has been pointed out that the decision of the Division Bench of this Court has concluded the said issue vide order passed in O.J. Appeal No. 33 of 2012 in the matter of Adishree Tradelinks Private Limited (176 Company Cases 67 Guj.). Reliance has been placed on the said decision. Having considered the submissions and the ratio of the said decision, this Court is of the opinion that it is not necessary to issue any such direction or impose such a condition on the petitioner Company to restrict the distribution of dividend out of such Reserves. (vi) The next observation made vide para 2(g) pertains to the letter dated 11th August, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of Corporate Affairs, no longer survive. It appears from the material on record that the Scheme of amalgamation would be in the interest of its shareholders and creditors as well as in the public interest, therefore the same deserves to be sanctioned and is hereby, sanctioned. 12. The prayers in terms of para 19(a) of the Company Petition No. 316 of 2016 are granted. 13. The petition is disposed of, accordingly. In so far as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at ₹ 10,000/. The costs may be paid to the learned Standing Counsel appearing for the Central Government. Costs to be paid to the Office of the Official Liquidator are quantified at ₹ 10,000/. The same ..... X X X X Extracts X X X X X X X X Extracts X X X X
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