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TMI Blog2016 (3) TMI 930X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. Pavan S Godiawala, learned advocate for the petitioner. The petitioner preferred Company Application No. 282 of 2015, seeking appropriate directions for the dispensation of the meetings of different classes of members viz. Equity Shareholders and Unsecured Creditors. This Court passed an order dated 21.09.2015 allowed the prayers as prayed in the Judge's Summons. The copy of the order is produced at Exhibit 'D' to the petition. 3 Further Styrolution ABS (India) Limited is a Transferee Company is a holding company of the Petitioner, had also preferred the Company Application No. 283 of 2015 for the prayers, seeking exemption from following the procedure for filing of the application under Section 391(1) of the Companies Act,1956 for co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Government Gazette was dispensed with and the petition was fixed for hearing on 26.10.2015. 5 The Petitioner complied with the order of admission and filed the affidavit of compliance dated 16.10.2015. The notice of the petition came to be published in the English daily newspaper "Indian Express", Vadodara Edition, on 14.10.2015 while the publication in the Gujarati daily newspaper "Vadodara Samachar", Vadodara Edition, was done on 15.10.2015. The notice of the petition came to be served on the Regional Director on 9.10.2015 and on the Official Liquidator on 9.10.2015. 6 Pursuant to the notice, the Official Liquidator filed his report dated 29.01.2016. In the report, it is stated at paragraph 16 that, the affairs of the Petitioner Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bservations at paragraph 2 (e) to the effect that, it is revealed from the Shareholding pattern of the Transferee Company as on 01042016, that 1,32,57,792 (75.39%) number of Equity Shares out of total 1,75,85,925 number of Equity Shares are held by Foreign Body Corporates and Foreign Institutions Investors. It is stated that the deponent is not aware as to whether there is compliance with the provisions of FEMA and RBI guidelines. In this regard, compliance of FEMA and RBI guidelines in the matter, from time to time is sought. 9 The Regional Director has further made an observation at paragraph 2 (f), in regard to strict compliance with the requirement of Accounting Standard14 and has sought directions to give an undertaking that the reser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Arrangement in the nature of Amalgamation may be considered on merits after considering the above mentioned submissions. 12 In response to the observations, an affidavit dated 22.02.2016 came to be filed by the Petitioner wherein it has answered to the observations made by the Regional Director. 13 On paragraph No.2 it is submitted that the Transferee Company, being the holding company of the Petitioner, has complied with the circular of SEBI and got the Inprinciple Approval from the stock exchanges and has also submitted the same to the Office of the Regional Director. "No Objection" Certificate has been issued by SEBI to the Stock Exchanges, based on which they have granted the Petitioner 'inprinciple' approval. Further, it is submit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atements of the Transferor Company. Further, it is submitted that as a result of preserving the identity, reserves which are available for distribution as dividend before the amalgamation would also be available for distribution as dividend after the amalgamation. The difference between the amount recorded as share capital issued (plus any additional consideration in the form of cash or other assets) and the amount of share capital of the Transferor Company is adjusted in reserves in the financial statements of the Transferee Company and submitted that, in view of paragraph 16 of AS14, the accounting treatment is in accordance with the Accounting Standard. Further, the petitioner has referred to clause 14.1.5 of the Scheme and submitted tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany undertakes to comply and adhere to the same. 19 Considering the above submissions and explanation, the queries of the Regional Director and of the Official Liquidator have been met with the petitioners. It is, therefore, ordered that, the Scheme, at Exhibit "A" to the petition, is sanctioned and the prayers as prayed at 15(a) in the Company Petition are granted. 20 The petitioner is directed to pay the fees amounting to Rs. 7,500/to Mr. Devang Vyas, learned Assistant Solicitor General of India and Rs. 7,500/to the Office of the Official Liquidator. 21 The petitioner Company is further directed to lodge a copy of this order, the Schedule of Assets of the Transferor Company as on the date of this order, if any, and the Scheme duly au ..... X X X X Extracts X X X X X X X X Extracts X X X X
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