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TMI Blog2015 (10) TMI 2685X X X X Extracts X X X X X X X X Extracts X X X X ..... ocate for the Petitioner. Mr Devang Vyas, Advocate for the Respondent. COMMON ORAL ORDER 1. Heard Mr. Sandeep Singhi, Advocate for Singhi Co, on behalf of the Petitioner Companies, Mr. Kshitij Amin for Mr. Devang Vyas, Advocate appearing for the Central Government and heard the Official Liquidator. 2. These are the petitions filed by the three Petitioner Companies for sanctioning of the Scheme of Amalgamation of Krishnapatnam Oils Fats Private Limited and Satya Sai Agroils Private Limited (Transferor Companies) with Adani Wilmar Limited (Transferee Company) (Scheme). 3. The Petitioner of the Company Petition No. 308 of 2015, i.e., Krishnapatnam Oils Fats Private Limited, had filed an application in this Court be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he said Company. 5. The Petitioner of the Company Petition No. 310 of 2015, i.e., Adani Wilmar Limited, had filed an application in this Court being Company Application No. 275 of 2015 for dispensing with the convening and holding the meetings of the Equity Shareholders, Secured Creditors and the Unsecured Creditors of the said Company. This Court vide its order dated 11.9.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court vide its aforesaid order dated 11.9.2015 also dispensed with the meetings of the Secured Creditors and Unsecured Creditors of the said company. 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 16.10.2015. In paragraph 2 (d) of the said common affidavit it is observed by the Regional Director that this Court be pleased to direct the Petitioner Company in Company Petition No. 310 of 2015, to ensure all the compliances of FEMA and RBI guidelines. It is further observed by the Regional Director in paragraph 2 (e) of the said common affidavit that this Court be pleased to direct the Petitioner Company in Company Petition No. 310 of 2015, to give an undertaking that the reserves created pursuant to the sanctioning of the Scheme, shall not be available for distribution of dividend and that clause 11.3 of the Scheme should be amended to comply with Accounting Standard14. It is further observed by the Regional Director in paragraph ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s are permissible and that the reserves can be utilized for the purpose of declaring dividends. Mr. Singhi also relied upon the judgment dated 28.9.2015 passed in Company Petition No. 267 of 2015, wherein both the aforesaid judgments are considered by this Court. In light of the aforesaid, I am of the view that the observations of the Regional Director at paragraph 2(e) of the common affidavit are no longer tenable. 11. In respect of the observations made by the Regional Director at paragraph 2(f) of the common affidavit, the Petitioner Company in paragraph 5 of its reply has stated that the Scheme is in compliance with the provisions of Section 2(1B) of the Income Tax Act, 1961. 12. In response to the notice to the Official Liquidato ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In respect of the observations made at paragraph 20 of its report, Mr. Singhi submits that the Scheme nowhere prescribes with regard to absolving the statutory liability of the Transferor Companies. He further contended that the said aspects are stated on affidavit in paragraph 6. 14. Considering the entire facts and circumstances of the case and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme is genuine and bonafide and in the interest of the shareholders and creditors. I, therefore, accordingly allow the Company Petitions and approve the Scheme. The Scheme is hereby sanctioned. Prayers made in the respective Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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