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2016 (2) TMI 3 - GUJARAT HIGH COURT

2016 (2) TMI 3 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - As the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be genuine and bonafide and in the interest of the shareholders and creditors. This Court, therefore, considers it proper to allow Company Petitions and approve the Scheme. The Scheme stands sanctioned and the prayers made in the respective Company Petitions are granted. - COMPANY PETITION NO. 297 of 2015 .....

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nt and the Official Liquidator. 2. These petitions have been filed by the two Petitioner Companies for the sanctioning of the Scheme of Amalgamation of AMIL Enterprises Private Limited (Transferor Company) with Honeyvick Enterprises Private Limited (Transferee Company) (Scheme). 3. The Petitioner of Company Petition No. 297 of 2015, i.e., AMIL Enterprises Private Limited, had filed an application in this Court being Company Application No. 23 of 2015 for dispensing with the convening and holding .....

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aid order, that there are no Secured Creditors of the said company. 4. The Petitioner of Company Petition No. 298 of 2015, i.e., Honeyvick Enterprises Private Limited, had filed an application in this Court being Company Application No. 264 of 2015, for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court vide its order dated 25.8.2015, inter alia, dispensed with the convening and holding of the meeting of the E .....

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4.9.2015, admitted the aforesaid Company Petitions and directed the issuance of notice to the Regional Director and to the Official Liquidator in Company Petition Nos. 297 and 298 of 2015. This Court also directed publication of notice of hearing of the petition in the English daily newspaper, Indian Express and in the Gujarati daily newspaper, Sandesh , both Vadodara Editions, in Company Petition Nos. 297 and 298 of 2015. This Court had dispensed with the publication of the notice in the Gujar .....

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5. 7. Pursuant to the order dated 4.9.2015 and order dated 8.9.2015 on the Note for Speaking to Minutes, the Petitioners of Company Petition Nos. 297 and 298 of 2015 have published the notice of the hearing of the petition in the English daily newspaper, Indian Express and in the Gujarati daily newspaper, Sandesh , both Vadodara Editions, on 16.9.2015. The affidavits of service, on behalf of the petitioner companies, both dated 22.9.2015, have been filed confirming the publication of the notices .....

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e directions including Listing and Disclosure Guidelines, Substantial Acquisition of Shares Guidelines issued by the SEBI and respective Stock Exchanges, from time to time. It is further observed in paragraph 2 (d) of the said affidavit that this Court be pleased to direct the petitioner companies to ensure the compliance of the guidelines issued by RBI for NonBanking Financial Institutions. It is also observed by the Regional Director in paragraph 2 (e) of the said common affidavit that this Co .....

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) of the common affidavit, the Petitioner Company, in paragraph 3 of its reply, has stated that the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2015 would not be applicable to the Transferee Company in the facts of the present case. However, upon the Scheme being effective, the Transferee Company shall submit necessary particulars to the Securities and Exchange Board of India and BSE Limited, where the equity shares of P .....

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Company are Core Investment Company as per the provisions of Core Investment Companies (Reserve Bank) Directions, 2011. The provisions of Section 45IA of the Reserve Bank of India Act, 1934 are not applicable to Core Investment Companies. Thus, the Transferor Company and the Transferee Company are not required to be registered with the Reserve Bank of India as nonbanking financial company. It is further stated that in the circumstances, the question of compliance of the guidelines issued by the .....

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with the provisions of the Income Tax Act and the Rules framed thereunder. 13. In response to the notice to the Official Liquidator in Company Petition No. 297 of 2015, the Official Liquidator has filed his report dated 30.11.2015. On perusal of the said report, the Official Liquidator, at paragraph 19, has submitted that the affairs of the Petitioner Company, viz, AMIL Enterprises Private Limited, have not been conducted in a manner prejudicial to the interest of its members or to the public in .....

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