TMI Blog2013 (5) TMI 1063X X X X Extracts X X X X X X X X Extracts X X X X ..... eutical Industries Limited to Sun Pharma Laboratories Limited, proposed under section 391 and 394 of the Companies Act, 1956. 2. It has been submitted that the Transferee Company in the present scheme is a wholly owned subsidiary of the petitioner Transferor company and has its registered office in the state of Maharashtra. The necessary proceedings have been undertaken before the Bombay High Court which is the jurisdictional court for the same. 3. It has been pointed out that Sun Pharmaceutical Industries Limited, the petitioner Transferor Company before this court, is a listed public limited company. It is a leading pharmaceutical company in India, engaged in the business of development, manufacture, sale, trading, and export of bul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reholders was directed to be convened for the purpose of obtaining the approval from the Equity Shareholders of the company. The meetings of the creditors of the Transferor company were dispensed with in view of the contentions about the strong financial position of the Transferor Company and the rights and interests of the creditors not being affected as the scheme does not propose to transfer any liabilities. Pursuant to the directions, issued with regard to the meeting, after the due notices to the concerned parties as well as the public notice, the said meeting was duly convened on 25th January 2013 and the proposed scheme was duly approved at the said meeting by requisite statutory majority of 99.07% in number and 99.93% in value by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner company by Mr. Ashok I. Bhuta, the D.G.M.( Legal Secretarial), whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mr. Saurabh Soparkar, learned Senior Advocate appearing with Mrs. Swati Soparkar, learned advocate appearing for the petitioner as follows: (a) It has been observed by the Regional Director that since the Transferor Company has prepared and submitted before this Hon ble court, its Balance Sheets 31st March 2012, there is no reason for it to keep the Appointed Date as 31st March 2012 and further that the Hon ble Court may amend the Scheme to keep the Appointed Date as 1st April 2012. In this regard, it is submitted by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e selected the said Appointed Date as 31st March 2012 in view of the commercial rationale. The purpose of keeping 31st March 2012, as against 1st April 2012, as the Appointed Date is that both Companies desire that by the end of the year 201112 and before the beginning of the year 2012-13, the transaction of spin off should be reflected in the respective books of accounts. Further, the Scheme becoming effective from the Appointed Date of 31st March 2012 will not be prejudicial to the interest of its creditors, members and, general public. It is further pointed out by the Petitioner that the Regional Director has not provided any other justifiable ground for amending the scheme with regard to the Appointed Date. In view of this it is resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company which was held on 8th November, 2012. Since the Shareholder has been in the habit of regularly issuing baseless, defamatory and unsubstantiated vexatious notices for inclusion of the proposed resolution to various companies where the Directors of HDFC Ltd. with whom the Shareholder has some share related dispute are Directors, the Petitioner Company approached the Hon ble Company Law Board (CLB) seeking exemption from the publication, circulation or reading out the notice issued by the Shareholder. It is further observed from the said order that the said shareholder has some dispute with HDFC and not with the petitioner company. It has also been pointed out that similar order has been passed by the Company Law Board in the matter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strar of Companies does not deserve any consideration for the sanction of the present scheme. The shareholder has not raised any objection to the scheme per se except voting against the proposal at the meeting. 8. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme of arrangement is in the interest of the shareholders of the petitioner company, is not detrimental to the interest of its creditors or to the public interest and the same deserves to be sanctioned. The scheme is therefore hereby ..... X X X X Extracts X X X X X X X X Extracts X X X X
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