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IN RE : TROIKAA PHARMACEUTICALS LIMITED

2016 (3) TMI 602 - GUJARAT HIGH COURT

Amalgamation and restructuring - Held that:- This Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, do not have been suitably redressed. This Court is of the view that based upon the material on record, it can be concluded that the present Scheme of Arrangement, in its modified form, is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. Henc .....

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ial Liquidator are quantified at ₹ 7,500/- per petition, payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator.

The petitioner companies are further directed to lodge a copy of this order, the schedule of immovable assets of the Windmill Undertaking being transferred and that of the remaining undertaking of the Transferor company, being transferred to Transferee Company, as on the date of this order and the Scheme duly authenticate .....

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PPLICATION NO. 333, 334 of 2015 - Dated:- 9-3-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions are filed by two companies, for the purpose of obtaining the sanction of this Court to a Composite Scheme of Arrangement, in the nature of transfer of the Windmill Undertaking of Troikaa Pharmaceuticals Limited to Troikaa Exports Private Limited, amalgamation of the r .....

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anufacturing 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 engaged in the generation of power through its Windmill Undertaking. Troikaa Exports Private Limited, the Transferee Company, is also incorporated for carrying out almost the same commercial activities for manufact .....

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Shareholders of the Transferor Company were dispensed with in light of the consent letters of all the shareholders being placed on record. The meetings of the Secured Creditors and Unsecured Creditors of the Transferor Company were directed to be convened in order to obtain their approval to the Scheme. Pursuant to the directions issued with regard to the conduct of the meetings, after the due service of individual notices to all the Secured and Unsecured Creditors of the Transferor Company as .....

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n 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 Transfe .....

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o be prejudicially affected in light of the strong financial position of the Transferor Company. Fresh approval of the above shareholders was sought to the modified Scheme and the said consent letters were placed on record with the present petition. 5. The attention of the Court is drawn to Clause 8.8 of the Scheme, which pertains to the Reduction of the existing Equity Share Capital of the Transferee Company from ₹ 3,00,000/- to ₹ 1,00,000/-. It has been further pointed out that the .....

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es, 1959 had been dispensed with. 6. The substantive 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 .....

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ed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and have not been conducted in any manner prejudicial to the interest of the members or the public interest; hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought that directions be issued to preserve the books of accounts, papers and records and not to dispose of the same without the pri .....

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from any of its statutory liabilities. 9. Notice of the petitions having been served upon the Central Government, Mr.Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India, on behalf of the Central Government. 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. T .....

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, pertains to obtaining approval from the regulatory body for business of power generation. In this regard, it has been submitted that the Transferor company had obtained requisite permissions and licenses to carry on the said activity. However, they being general licenses, upon the Scheme being effective, the Transferee company shall do the needful to either obtain such licenses and other regulatory approvals, or amend the respective licenses, as required under the applicable laws from the resp .....

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egistrar of Companies to confirm the availability of name and shall pay the requisite fees for the same. However, as envisaged in clause 10.5, since the Scheme has already been approved by all its shareholders, it shall not be necessary to pass the Special Resolution in this regard. It has also been further clarified that upon the Scheme being effective, the transfer of assets of the Transferor Company shall be effected after payment of the requisite stamp duty as per the applicable provisions o .....

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ands, 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 already been envisaged that such pending legal proceedings shall be undertaken by the Transferee Company. Further, the petitioner Transferee Company has undertaken to fulfill all the liabilities of the Transferor Compan .....

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heme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and Rules. In View of the same, no further directions are required to be issued to the petitioner companies in this regard. 15. Considering the above facts and circumstances, the contentions raised in the affidavits and counteraffidavits, and the submissions advanced during the course of hearing, on behalf of the parties, this Court is of the view that the observations made by .....

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