TMI Blog2016 (5) TMI 2X X X X Extracts X X X X X X X X Extracts X X X X ..... d, Prabhavati Properties Private Limited, Savla Enterprise Private Limited and Yash Organochem Private Limited with Deep Industries Limited, the Transferee Company, as well as restructure of share capital of Deep Industries Limited, proposed under Sections391 to 394 read with Sections100 to 103 of the Companies Act, 1956. 2. It has been submitted that Deep Industries Limited, the Transferee Company, is a listed public limited company and the shares are listed on BSE Limited as well as the National Stock Exchange of India Limited. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s been treated as the Special Resolution as required under Section100 of the Companies Act, 1956. It was also submitted that the interests of the creditors of the Petitioner Company are not, in any way, affected by such reduction. In view of this, vide the order dated 9th December 2015, the procedure prescribed under Section101( 2) of the Companies Act, 1956 and under rule 48 to 65 of the Companies (Court) Rules 1959, was dispensed with. 6. Pursuant to the directions issued vide the order dated 9th December 2015, the meetings of the Equity 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l has appeared for Shri Devang Vyas, learned Assistant Solicitor General on behalf of the Central Government. An affidavit dated 15th April 2016 has been filed by Mr.Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby a few observations were made. 10. The attention of this Court is drawn to the Common Additional Affidavit dated 20th April 2016, as filed by Mr.Paras Savla, on behalf of the Petitioner Companies, which provides requisite explanations for the issues raised by the Regional Director. 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 app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... areholders of all the companies are more or less the same, the working sheets for the same are not necessary. In view of the same, no further documents are required to be placed on record and no further directions are required to be issued to the Petitioner Companies. 10.4 Vide paragraph2( g) of the affidavit, it has been observed by the Regional Director that although two Transferor Companies have Preference Share Capital, separate exchange ratio for preference shareholders has not been disclosed by the petitioner companies, either in the Scheme or vide 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sary for the facts being placed on record. 10.7 The observation of the Regional Director vide paragraph2( j) of the affidavit pertains to requisite licenses, approvals and other permissions from the regulatory authority/concerned Ministry for the business of oil and gas exploration undertaken by some of the Transferor Companies and transfer of the same to the Transferee Company. In this regard, it has been submitted that the concerned Companies have obtained the requisite permissions and licenses, as applicable. The Transferee Company shall do the needful either 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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