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2016 (2) TMI 92 - GUJARAT HIGH COURT

2016 (2) TMI 92 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. - COMPANY PETITION NO. 366 of 2015, COMPANY APPLICATION NO. 322 of 2015, COMPANY PETITION NO. 367 of 2015, COMPANY APPLICATION NO. 323 of 2015 - Dated:- 18-1-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR BANDISH SOPARKAR FOR MRS SWATI SOPARK .....

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cheme belong to the same group of management. The Transferor Company is primarily engaged in the business of providing advisory and consultancy services in the field of corporate and other allied laws and management/corporate advisory. The Transferee Company is promoted with the objective of carrying on the activity of providing advisory and consultancy services in the field of taxation, corporate and other allied laws. The Board of Directors of these Companies proposed the amalgamation of the c .....

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he Unsecured Creditors of the Transferor Company being placed on record. The meeting of the Unsecured Creditors of the Transferee Company was dispensed with, accepting the contention that the rights and interests of the creditors of the Transferee Company are not prejudicially affected due to the Scheme. There are no Secured Creditors of either of the petitioner Companies. 4. The substantive petitions for the sanction of the Scheme were filed by both the petitioner companies, which were admitted .....

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n confirmed vide the common additional affidavit dated 13th January 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. The report dated 11th January, 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clause .....

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the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Government. 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 liabilities. 6. Notice of the petitions has been served upon the Central Government and Mr.Ks .....

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r of the petitioner Transferor Company, whereby the said issues have been dealt with. 8. This Court has heard the submissions advanced by learned counsel appearing for the Central Government and Mr.Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, learned advocate for the petitioners, on the said observation: (i) The observation made vide Paragraph2( c) pertains to the letter dated 23rd November 2015, sent by the Regional Director to the Income Tax Department inviting their objections, .....

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cumstances and taking into account the contentions raised in the affidavits and counter affidavits, and the submissions advanced during the course of hearing, this Court is satisfied that the observations made by the Regional Director no longer survive. In the view of this Court, it appears that the present Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. 10. Hence, th .....

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