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2016 (1) TMI 994 - GUJARAT HIGH COURT

2016 (1) TMI 994 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation appears to be fair and reasonable and is not violative of any provisions of law. Nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfilled. - COMPANY PETITION NO. 362 of 2015, COMPANY APPLICATION NO. 313 of 2015, COMPANY PETITION NO. 363 of 2015, COMPANY APPLICATION NO. 308 of 2015 - Dated:- 20-1-2016 - SMT. ABH .....

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ion No. 362 of 2015 i.e. Jainco (India) Exports Private Limited is the Transferor Company whereas the Petitioner of Company Petition No. 363 of 2015 i.e. Gallops Motors Private Limited is the Transferee Company. Jainco (India) Exports Private Limited shall hereinafter be referred to as the Transferor Company and Gallops Motors Private Limited shall hereinafter be referred to as the Transferee Company. 3 Since the two petitions are in relation to a common Scheme, they were heard together and are .....

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to be incorporated and other relevant facts. The Transferor Company is engaged, inter alia, in the business of importing, exporting and trading in all kinds of commodities, more particularly in fast moving consumer goods, building construction materials etc. The Transferee Company is engaged, inter alia, in the business of purchase and sale of automobiles, their accessories and related products, especially of Chevrolet and Mahindra brands. 6 The Transferor Company was incorporated on 28th Febru .....

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ensed with the requirement of holding the said meetings, by an order dated 15th October, 2015. 8 The Transferee Company had filed Company Application No. 308 of 2015, seeking dispensation of the meetings of Shareholders, as well as the Secured and Unsecured Creditors of the company in view of due consent received from them. This Court took note of the aforesaid fact and in view of consent letters received from the Shareholders, Secured and Unsecured Creditors, dispensed with the requirement of h .....

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was dispensed with as per the said orders. No one has come forward with any objection to the said petitions even after the publication. 11 The notice of the petitions was served upon the Central Government through the Regional Director. A common affidavit dated 6th January, 2016, came to be filed by Mr. Shambhu Kumar Agarwal, Regional Director. In the said common affidavit, the Regional Director has made certain comments and observations. In response to the common affidavit filed by the Regional .....

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for the Regional Director in both the petitions and the Official Liquidator in Company Petition No. 362 of 2015. 13 The Regional Director, in paragraph 2(C) of the common Affidavit in Reply, has observed that clause 7.5 of the Scheme is not in accordance with the Accounting Standard 14 as required. According to the Regional Director, as per the requirements of Accounting Standard 14, the excess of assets over liabilities should be credited to the Amalgamation Reserve Account being of Capital Res .....

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nt of Share Capital of the Transferor Company will be credited in the Reserve account if the amalgamation is accounted for under the pooling of interests method and, therefore, the said Clause is not required to be amended. 14 With respect to the next observation, the Regional Director has observed that there is an outstanding demand of ₹ 25,44,950/for AY 201415 against the Transferor Company, as per a letter received from the Income Tax Department, Kolkata. Mr. Rahul Dev has drawn this Co .....

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present form. 15 In light of the submissions made on behalf of the Petitioner Companies, the observations made by the Regional Director stand addressed. 16 As is apparent from the affidavit made by the Regional Director, there are no complaints against the petitioner companies. It has also been stated that Scheme of Amalgamation proposed between the petitioner companies is not prejudicial to the interests of the Shareholders of the petitioner companies and the public at large. 17 The Official Li .....

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any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law. Nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfilled. 19 This Court is, therefore, satisfied that the Scheme of Arrangement in the nature of A .....

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