9911796707
TMI Blog2016 (11) TMI 1260X X X X Extracts X X X X X X X X Extracts X X X X ..... that Bodal Agrotech Limited, the petitioner Transferor Company is a wholly owned subsidiary of Bodal Chemicals Limited, the Transferee Company. The Transferor Company was originally promoted with the objective of manufacturing as well as trading in all kinds of agricultural equipments, fertilizers, pesticides and plant protection chemicals etc. However, it is currently engaged in the business of manufacturing as well as trading of the Chemicals Products and other salt related product and other products. Bodal Chemicals Limited is a listed public limited company and the shares are listed on Bombay Stock Exchange Limited and National Stock Exchange (India) Limited. It is presently engaged in the manufacturing as well as trading in all kinds o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding company of the Transferor Company, no shares were proposed to be issued towards consideration for the transfer and vesting of the undertaking of the Transferor Company. As a result, the rights and interests of the existing shareholders of the Transferee Company were not likely to be prejudicially affected. Considering the settled legal issue supported by decisions of several high courts, including this Court, the said prayer was granted vide the order dated 14th July, 2016 passed in Company Application No. 312 of 2016. It was contended that in light of the substantially positive net worth of the Transferee Company, in both the prescheme and postscheme scenarios, as substantiated by a certificate from the Chartered Accountant that is pl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner Transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Government as per the provisions of Section 396(A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the Transferee Company, viz. Bodal Chemicals Limited being the listed company had approached the concerned Stock Exchanges, viz BSE and NSE, and obtained the requisite observation letters from the said exchanges However, under the SEBI circulars dated 4th February, 2013 and 21st May, 2013, the approval from SEBI has to be obtained. In this regard, it has been submitted that the said Transferee Company was required to obtain SEBI approval through the Stock Exchanges only and the said exchanges have actually Standard14. In this regard, it has been submitted that perusal of Clause 9(i), makes it clear that the Transferee Company shall on account of amalgamation under the 'Pooling of Interest Method' as prescribed under Accounting Sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpose such a condition on the petitioner Company to restrict the distribution of dividend out of such Reserves. (vi) The next observation made vide para 2(g) pertains to the letter dated 11th August, 2016 sent to the Income Tax Department to invite their objections, if any. Since no reply is received from the said department within the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner Company has agreed to comply with the applicable provisions of Income Tax Act and Rules. In light of the same, it is not necessary to issue any further directions. (vii) It has been fur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... costs may be paid to the learned Standing Counsel appearing for the Central Government. Costs to be paid to the Office of the Official Liquidator are quantified at Rs. 10,000/. The same may be paid to the Office of the Official Liquidator. 14. The petitioner Company is further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Transferor Company as on the date of the order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 15. The petitioner Company is directed to file a copy of this order along with a copy of the Scheme with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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