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2016 (2) TMI 49 - GUJARAT HIGH COURT

2016 (2) TMI 49 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation deserves to be sanctioned as on perusal of the Scheme and other documents on record, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be in the interest of the shareholders and creditors. - COMPANY PETITION NO. 381 of 2015, COMPANY APPLICATION NO. 338 of 2015, COMPANY PETITION NO. 382 of 2015, COMPANY APPLICATION NO. 339 of 2015 - Dated:- 18 .....

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he Company Petition No. 381 of 2015, i.e., Mediscribes Solutions (India) Private Limited, had filed an application in this Court being Company Application No. 338 of 2015, for dispensing with the convening and holding of the meetings of the Equity Shareholders, Sole Secured Creditor and Sole Unsecured Creditor of the said Company. This Court, vide its order dated 3.11.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view .....

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ate Limited, had filed an application in this Court being Company Application No. 339 of 2015, for dispensing with the convening and holding the meetings of the Equity Shareholders of the said Company. This Court, vide its order dated 3.11.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide its aforesaid order dated 3.11 .....

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ion of the notice of the hearing of the petition in the English daily newspaper, Indian Express and the Gujarati daily newspaper, Divya Bhaskar , both Ahmedabad Editions, in Company Petition Nos. 381 and 382 of 2015. This Court had dispensed with the publication of the notice in the Gujarat Government Gazette. 5 Pursuant to the order dated 5.11.2015, the Petitioners of Company Petition Nos. 381 and 382 of 2015 have published the notice of the hearing of the petition in the English daily newspape .....

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e to the Regional Director, Ministry of Corporate Affairs, the Regional Director has filed a common affidavit dated 8.1.2016. In paragraph 2 (c) of the said common affidavit, it is observed that this Court be pleased to direct the Petitioner Company in Company Petition No. 382 of 2015, to comply with the provisions of section 61, 66 read with 117 of the Companies Act, 2013 and also to make the payment of stamp duty, registration fees etc. and file the relevant eforms with the respective Registra .....

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on behalf of the Petitioner Companies, Mr. Kshitij Amin for Mr. Devang Vyas, Advocate appearing for the Central Government and heard the Official Liquidator. 8 Mr. Sandeep Singhi, learned Advocate appearing for the Petitioner Companies, states, that the one of the Petitioner Companies, namely White Pearl Web Private Limited, has filed the necessary affidavit in reply dated 16.1.2016 to the common affidavit dated 8.1.2016, filed by the Regional Director. 9 In respect of the observations made by .....

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duty in respect of the same. Further, upon the sanctioning of the Scheme and in terms of clause 12 of the Scheme, the authorised share capital of the Transferee Company would stand increased to ₹ 1,02,00,000/. A copy of the necessary Form filed by the Transferee Company with the Registrar of Companies, Gujarat, Ahmedabad, alongwith the necessary challan has been annexed with the said affidavit as AnnexureA. 10 In light of the aforesaid, this Court is of the view that the observations of t .....

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g of the Scheme, the Transferee Company would only be required to intimate RBI about such allotment pursuant to the sanctioning of the Scheme. In view of the above, the observation of the Regional Director at paragraph 2(d) of the common affidavit stands satisfied. 12 In respect of the observations made by the Regional Director at paragraph 2(e) of the common affidavit, the Petitioner Company, in paragraph 5 of its reply, has stated that the Scheme is in compliance with the provisions of Section .....

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imited, have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In respect of the observations made by the Official Liquidator in paragraph 21 of its report, the said company has filed its affidavit dated 16.1.2016, ensuring compliance in respect of the same. In respect of the observations made at paragraph 22 of its report, Mr. Singhi submits that the Scheme nowhere absolves the Transferor Company from its statutory liabilities. He further conte .....

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