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TMI Blog2016 (3) TMI 602X X X X Extracts X X X X X X X X Extracts X X X X ..... cals Limited to Troikaa Exports Private Limited and restructure of the share capital of Troikaa Exports Private Limited, the Transferee Company, proposed under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. 2. It has been submitted that both the companies in the proposed Scheme belong to the same group of management viz. Troikaa group. Troikaa Pharmaceuticals Limited, the Transferor Company is mainly engaged in business of manufacturing and sale, trading, and export of various generic drug formulations, manufacture of drugs and pharmaceutical products. It is also engaged in development of medicines in the therapeutic areas of Pain management, Gynecology, Nutraceuticals 85 Nutritional. The company is also enga ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangement, were duly approved unanimously i.e. 100% in number and 100% in value at the respective meetings of the Secured and Unsecured Creditors of the Transferor Company. The result of these meetings had been placed on record in form of Chairman's reports dated 25th December 2015. In view of the amendments made in the original Scheme, fresh approval from the Equity as well as Preference Shareholders of the Company was sought with regard to the modified scheme and the said consent letters were placed on record with the present petition. 4. It has been submitted that vide order dated 2nd November 2015 passed in Company Application No. 333 of 2015, the meeting of the Equity Shareholders of the Transferee Company was dispensed with, in lig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stantive petitions for the sanction of the duly Modified Scheme were filed by the petitioner companies, which were admitted on 15th January 2016. The notice for the hearing of the petitions was duly advertised in the Ahmedabad editions of the English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Sandesh', dated 28th January 2016. 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 5th March 2016. 7. Notice of the petition has been served upon the Office of the Official Liquidator for the Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment. A common affidavit dated 25th February 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North-Western Region, Ministry of Corporate Affairs, whereby some observations are made. 10. The attention of this Court is drawn to the common Additional Affidavit dated 5th March 2016 filed by Mr. Achyutkumar D. Patel, the Authorised Signatory of the petitioner companies, whereby the said issues have been dealt with. 11. This Court has heard Mrs. Swati Soparkar, learned advocate for the petitioners and Mr.Kshitij Amin, learned Central Government Standing Counsel appearing on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India. 12. The observation made vide para 2 (c), pertains to obtaining approval fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions of the Regional Director made Vide para 2(e) pertain to the letter dated 1st February 2016 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. It has been pointed out by the Regional Director that a reply has been received from the Income Tax Department with regard to the pending demands against the De-merged /Transferor Company. In this regard, it has been submitted that appeals have been filed against the said demands, which are pending at different stages before the appellate authorities. Clause 7.7 and clause 13 of the Scheme specifically deal with the issues pertaining to outstanding tax liabilities as well as the pending legal proceedings by, or against, the Transferor Company. It has al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. Hence the following order: The prayers in terms of paragraph 21 (a) of Company Petition No.17 of 2016, and paragraph 18 (a) of Company Petition No.18 of 2016 are hereby granted. 16. The petitions are 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/- per petition. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. Costs to be paid to the Office of the Official Liquidator are quantified at Rs. 7,500/- per petition, payable only by the Transferor Company. The same may be paid to the Office of the O ..... X X X X Extracts X X X X X X X X Extracts X X X X
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