1. This petition has been preferred by Astron Research Limited (the Transferor Company) under the provisions of Sections 391 to 394 of Companies Act, 1956, seeking sanction of this Court to the proposed Scheme of Arrangement in the nature of Amalgamation, amalgamating Astron Research Limited with Intas Pharmaceuticals Limited.
2. Heard Ms. Anuja Vyas, learned advocate for Mrs. Swati S. Soparkar, learned counsel for the petitioner Transferor Company.
3. It is submitted that vide order dated 31.07.2012 passed in Company Application No.261 of 2012 (Annexure-D) the meetings of the Equity Shareholders and the sole Secured Creditor of the Company were dispensed with in view of the approval, in the form of written consent letters given by the Equity Shareholders and the Secured Creditor, to the Scheme. The consent letters have been placed on record along with a Certificate from the Chartered Accountant. However, a meeting of the Unsecured Creditors of the petitioner Company was directed to be convened and the same was duly convened and held on 07.09.2012. The proposed Scheme of Arrangement was duly approved by the requisite statutory majority of 94.74% in number and 99.27% in value by the Unsecured Creditors present and voting at the said meeting. The Report of the Chairman dated 13th September, 2012 has been filed for placing on record the result of the said meeting. In the above circumstances, the present petition has been moved for obtaining the sanction of this Court to the proposed Scheme.
4. Admit.
5. To be heard on Tuesday, the 30th day of September, 2012.
6. To be advertised in the English daily newspaper "Indian Express" and the Gujarati daily newspaper "Sandesh", both Ahmedabad Editions. Publication in the Government Gazette is dispensed with.
7. Notice to the Central Government through the Regional Director, Department of Corporate Affairs.
8. Notice to the Official Liquidator. He is directed to file the Report before the final hearing of the petition. For this purpose, he is permitted to appoint a Chartered Accountant out of the panel maintained by him, to look into the books of the petitioner Company and submit the Report to the Official Liquidator, the cost of which shall be borne by the petitioner Company.
(SMT.ABHILASHA KUMARI, J.) piyush