9911796707
TMI Blog2014 (10) TMI 950X X X X Extracts X X X X X X X X Extracts X X X X ..... ree petitions being necessarily interconnected, they were heard together and are considered simultaneously by this common order. 3. The petitioner-transferor company of Company Petition No. 152 of 2014 was incorporated on 4th December, 2002 as a private limited company. As per order dated 1st July, 2006 passed by this court, Quintiles Spectral (India) Private Limited was amalgamated with the petitioner company. Similarly, the petitioner-transferor company of Company Petition No. 153 of 2014 was incorporated on 25th October, 2001 as a private limited company. The transferee company of Company Petition No. 154 of 2014 came to be incorporated on 21st November, 2002. 3.1 The registered offices of both the transferor companies are located in the State of Gujarat, whereas that of transferee company was earlier located in the State of Karnataka and came to be shifted to the State of Gujarat as per order dated 31st December, 2012 passed by the Regional Director(SER), and is registered under the fresh certificate dated 5th March, 2013 with the Registrar of Companies, Gujarat. The respective petitions give the details of share capital of all the three petitioner companies in the respective ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cured creditors would not get adversely affected because of the proposed Scheme. 6. The present substantive petitions were thereafter filed, placing the Scheme of Amalgamation for consideration and sanction of this court. The Scheme is produced at Annexure-C. 6.1 The substantive petitions were admitted vide order dated 23rd June, 2014. The public notices for the same were duly advertised in the newspapers "India Express" English daily, Ahmedabad edition, and "Sandesh", Gujarati daily, Ahmedabad Edition dated 9th July, 2014. The publication in the Government Gazette was dispensed with. Affidavit dated 14th July, 2014 confirm the same. No one has come forward with any objection to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 24th September, 2014. 6.2 Notice of the petitions was served upon the Central Government through Regional Director. Learned Assistant Solicitor General appeared for the Central Government. Common affidavit dated 4th September, 2014 came to be filed by one Mr. Shambhukumar Agarwal, the Regional Director. In that common affidavit, the said authority made certain comments and observations. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l the three petitioner companies are indirect subsidiary companies of the same holding company. 7.2.2 It was further submitted that the management of the petitioner companies have proposed the share exchange ratio keeping in mind the desired share capital and serviceability of capital. The exchange ratio is certified to be fair and reasonable by a Chartered Accountant and the same is approved unanimously by the concerned shareholders of all the companies in their commercial wisdom. In light of the same, the working sheets for the calculation of the exchange ratio are not relevant considerations for the Regional Director. As held by this High Court in Mahavir Weaves. Ltd. [83 Company Cases pg. 180], unless the Exchange ratio is apparently fraudulent and detrimental to the interest of any shareholders, the same is not required to be considered for the sanction of the Scheme by the court. The Hon'ble Supreme Court has also clarified in Mihir Mafatlal[87 Company Cases pg. 792], the principle with regard to the determination of the exchange ratio. 7.2.3 It is not the say of the Regional Director that the ratio is unfair or unreasonable. In view of the facts and circumstances, the obse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s should be made in the financial statements. Also was rightly pointed out that the said issue is already settled by several decisions of High Courts, including that of this High Court. The petitioners have undertaken that in case of deviation from the aforesaid accounting standard or practice, the Resulting Company shall make necessary disclosures in its first financial statements after the Scheme is made effective. 7.4 The fourth observation is regarding increase in authorized capital of the transferee company by transfer of authorized capital of the transferor companies. 7.4.1 The Authorised Capital of any company is an entitlement of the company. The transfer of the undertaking is envisaged with all the entitlements. Hence, the proposed increase in the Authorised Capital is in consonance with the applicable legal provisions. Clause 15.1(c) clearly envisages that if the Authorized Capital of the transferee company is required to be further increased, the same shall be done by following the requisite procedure under the applicable provisions of the Act. No further directions are found necessary to be issued by this court in this regard in the facts of the case. 7.5 The fifth o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aside lightly. 8.3 The official liquidator has otherwise opined that the affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The official liquidator has requested that the transferor companies may be directed to preserve the books of accounts and records for eight years. 9. In view of above, all the observations and comments by the Regional Director made in respect of the Scheme in question have been explained and/or met with and/or do not sustain. The necessary report is produced by the official liquidator. Furthermore, from the material on record and perusal of the Scheme, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme except as mentioned above. All requisite statutory compliances are fulfilled. 9.1 This court is accordingly satisfied that the Scheme of Arrangement in the nature of Amalgamation amongst the petitioner companies deserve to be granted. Accordingly, prayer in paragraph-21(A) both in Company Petition Nos. 152 of 2014 and 153 ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
