TaxTMI 
TaxTMI 
2016 (7) TMI 33
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....arvest Business. Whereas the Transferor Company is currently engaged in business of Research & Development, Production, Processing and Sales & Marketing of field crop seeds, vegetable seeds and flower seeds. The present scheme of Amalgamation is proposed for synergic benefits and thereby provide end to end agri solution through a single entity. The petitions provide the details of anticipated benefits as a result of the said scheme. 3. It has been further pointed out that both the Petitioner Companies are listed public limited companies and the shares are listed on BSE Limited and NSE Limited. In compliance with clause 24 (f) of the listing agreement, and in compliance with the requirements vide SEBI circulars, the Petitioner Company had already approached the concerned stock exchanges, and the approvals/clearances obtained from the said exchanges after due clearance by SEBI, had been placed on record. 4. It has been submitted that vide order dated 17th February 2016 passed in Company Application No. 65 of 2016, separate meetings of the Equity Shareholders of the Transferor Company -(i) Resident in India and (ii) Resident outside India were directed to be convened in order to....
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....hareholders of the Transferee Company was directed to be convened for the purpose of obtaining their approval to the proposed Scheme. Pursuant to the directions, issued with regard to the conduct of the meeting, after the due service of individual notices to all the Equity Shareholders of the Transferee Company as well as the public notice, the said meeting was duly convened on 30th March 2016. The proposed Scheme of Amalgamation was duly approved unanimously i.e. 100% in number and 100% in value at the said meeting of the Equity Shareholders of the Transferee Company. The result of these meetings had been placed on record in form of Chairman's report dated 9th April 2016. Further to this, in compliance with the requirements of SEBI guidelines vide the applicable circulars, the Company also obtained the requisite approval from its Public Shareholders by following the requisite procedure for evoting and Postal Ballot. The scheme was duly approved by majority of 99.27% of the total valid votes. The said result also has been placed on record vide the abovereferred Chairman's report. 7. It has been submitted that vide the said order dated 17th February 2016 passed in Company Applica....
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....papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liability. Further, vide Para 13 of the report, the Official Liquidator has pointed out that Clause 12 (a) of the Scheme envisages only all Permanent employees of the Transferor Company to become the employees of the Transferee Company, upon Scheme being effective. It has been observed that the Scheme should be made applicable to all the employees of the Transferor Company. Vide an Additional Affidavit dated 20th June 2016 filed by Mr. Rajendrakumar A. Patel, an Authorised Signatory of the Petitioner Companies, it has been accepted by the Petitioner Companies that the scheme shall be made applicable to all the employees of the Transferor Company and leave is sought from this court to remove the words 'permanent' from the said Clause 12 (a) of the Scheme and to modify the scheme to this limited extent. Considering the submissions, the said prayer is hereby granted ....
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....ent procedure for obtaining the same from its Public Shareholders in addition to the court convened meetings in compliance with the applicable provisions of the Companies Act and that majority of Public Shareholders of the Petitioner Companies had also approved the Scheme of Amalgamation through Postal Ballot and Evoting as already recorded earlier hereinabove. Taking into account the same, the Petitioner Companies have complied with all the requirements of said SEBI circulars. The said Petitioner Companies have undertaken to comply with further requirements of the SEBI circulars, upon Scheme being sanctioned and in view of this, no further directions are required to be issued in this regard. (iii)The observation of the Regional Director vide Para 2(e) of the affidavit pertains to shareholding in both the Petitioner Companies by foreign shareholders and compliances with the provisions of FEMA and RBI guidelines. In this regard, it has been submitted that the details of the foreign shareholding are factual and no response is required for that. It has been further submitted that both the companies have complied with all the applicable provisions of FEMA and RBI guidelines so far. ....