9911796707
TMI Blog2016 (5) TMI 2X X X X Extracts X X X X X X X X Extracts X X X X ..... It is engaged in oil and gas exploration with business interest in air and natural gas compression services, work over and drilling rig services as well as oil and gas exploration and production. It is a profit making and dividend paying company. Pursuant to the applicable provisions of SEBI Circulars, the petitioner Transferee Company had sought the requisite approvals from SEBI through the Stock Exchanges, and the relevant observation letters have been placed on record. 3. It has been further submitted that all the Transferor Companies belong to the same group of management known as Deep group. Four of them have been the promoter companies and hold shares of the Transferee Company. The amalgamation is proposed in order to streamline the current holding structure and make it more efficient. The petitions give in detail, the benefits envisaged due to the Scheme. 4. It has been pointed out that vide the order dated 9th December 2015, passed in the Company Applications No.377 to 381 of 2015, the meetings of the Equity Shareholders of all the Transferor companies were dispensed with, in view of the written consent letters from all of them being placed on record, there being no Secur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Shareholders as well as Secured Creditors were duly convened and held on 20th January 2016. At the said meetings, the proposed Scheme was duly approved unanimously by the Equity Shareholders as well as Secured Creditors present and casting valid votes at the respective meetings. Further, in compliance with the requirement of the applicable SEBI circulars, the Transferee Company had also undertaken the independent procedure for obtaining the approval of the Public shareholders of the Company and the proposed Scheme was approved by the requisite majority of 99.85% of the shareholders exercising their right through evoting and postal ballots. The affidavit dated 1st February 2016, has been placed on record along with the reports of the Chairman, confirming the result of the meetings. 7. Substantive petitions were filed by the Transferor Companies earlier and the same were admitted, vide order dated 21st January 2016. The public notices for the same were duly advertised in the English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Sandesh', both Ahmedabad editions, on 11th February 2016. The petition for the Transferee Company was filed after the aforesaid meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 10.1 Vide paragraph2( d) of the affidavit, it has been observed by the Regional Director that being a listed public limited company, and pursuant to the Observation letters from the Bombay Stock Exchange and National Stock Exchange, issued in November 2015, the PetitionerTransferee Company is required to comply with the applicable provisions of the SEBI Circulars. In this regard, it had been submitted that the petitioner Transferee company has already complied with the requisite provisions. Apart from the approval of the Shareholders of the Company at the meeting convened as directed by the Court, the procedure for the requisite approval from the Public Shareholders through e voting and Postal Ballot, was undertaken. The Chairman's report dated 1st February 2016, giving details of the result of the meetings as well as the result of such Postal Ballot and evoting, has been placed on record. The Scheme has been approved by the Public shareholders as well, by the requisite majority. Apart from this, the Petitioner Company hereby undertakes to comply with the applicable provisions of the said Circulars, after the Scheme has been duly sanctioned by this Court. In view of the same, it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Valuation report. It has been submitted that the Scheme envisages to issue a specific number of Equity Shares of the Transferee Company, collectively to all existing shareholders of the Transferor Company, which includes both the Equity Shareholders and Preference Shareholders of the respective Transferor Company. As explained hereinabove, the amount of consideration is worked out in order to maintain the same proportion of the shares held by the Transferor Company in the Transferee Company for the new shares to be allotted to the shareholders of the respective companies. Keeping this in mind, there is no separate reference to the consideration for the Preference Shareholders, but they are entitled to allotment out of the total number of Equity Shares being issued by the Transferee Company. Hence, pursuant to Clause 10(d) and 10(e), the Preference Shareholders of Savla Enterprise Private Limited and Yash Organochem Private Limited shall be allotted Equity Shares of the Transferee Company along with Equity Shareholders in proportion to their holdings. This explanation is found to be satisfactory and in view of the same, no further directions are required to be issued. 10.5 Vid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er to transfer the same to it or obtain fresh licences, if so required upon sanction of the Scheme. It is pointed out that the Scheme has envisaged obtaining of such permissions from the regulatory authorities vide clause 19(f) of the Scheme. In view of the same, no further directions are required to be issued to the Petitioner Transferee Company. 10.8 The observation of the Regional Director made vide paragraph2( k) pertains to letter dated 16th February 2016 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. A response has been received from the said Department in respect of two companies, where it has been clarified that in the case of the Transferor Company, there are no outstandings and hence there is no objection to the Scheme. In case of the Transferee Company, there are some pending demands which are challenged and hence pending before the Appellate Authorities. The Transferee Company has confirmed that it shall fulfil its statutory liability as and when finally adjudicated. No response has so far been received in the case of the other companies and hence it can be presumed that there are no objections. Further, the petitioner co ..... 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