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IN RE : OSWAL INFRASTRUCTURE LIMITED

2016 (2) TMI 177 - GUJARAT HIGH COURT

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.

It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statu .....

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ANG VYAS, ADVOCATE ORAL ORDER 1 The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking the sanction of this Court for the Composite Scheme of Arrangement in the nature of Demerger of Project Division of Oswal Infrastructure Limited into Oswal InfraPark Limited and Merger of Sarth fincap Private Limited and Nihon Overseas Private Limited with Oswal Infrastructure Limited. 2 Oswal Infrastructure Limited, the Transferee/ Demerged Company, file .....

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of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company. By an order dated 06.11.2015, passed in Company Application No. 355 of 2015, this Court ordered the dispensation of the meetings of the equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner company. 4 Sarth Fincap Private Limited, another Transferor Company, filed Company Application No. 357 of 2015 seeking the dispensation of the meetings of t .....

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etitioner company. The petitioner further submitted that this being the Resulting Company, the meetings of the Creditors are not required to be held. By an order dated 06.11.2015, passed in Company Application No. 356 of 2015, this Court ordered the dispensation of the meeting of the Equity Shareholders and further ordered that this being the Resulting Company, the meetings of the Creditors is not required to be held. 6 The petitioners thereafter filed Company Petition Nos. 399 to 402 of 2015, s .....

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t is submitted that pursuant to the order dated 26.11.2015, the petitioners have published the notices of the petitions in the Gujarati Daily newspaper Sandesh and the English Daily newspaper Indian Express , having circulation in Ahmedabad on 05.12.2015. The Authorized Officers of both the petitioner companies have filed affidavits dated 11.01.2016, respectively, in support of the publication of the advertisements. 9 In response to the notice issued, the Regional Director has filed a common aff .....

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The report records that the office of the Regional Director has not received any adverse comments from the Income Tax Department. It is, however, stated in the report that the petitioner Company may be directed to undertake the compliance of the Income Tax Act and Rules. 10 In response to the affidavit of the Regional Director dated 04.01.2016, the petitioner Transferee company has filed an affidavit dated 07.01.2016, giving its response. With regard to the first observation, it is submitted on .....

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the Resulting Company with the name of Oswal Infrastructure Limited, the Demerged Company. It is further submitted that as per Clause 24B of the Scheme, the Scheme also proposes to change the name of Oswal Infrastructure Limited, the Demerged/Transferee Company with the name Nimba Nature Cure Private Limited, as an integral part of the Scheme and thus no separate compliance with the provisions of Section 13 of the Act would be required. It is thus submitted that in view of the above, this observ .....

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servation, it is submitted on behalf of petitioner companies that the report of the Regional Director, itself, shows that pursuant to the letter of the Regional Director, no adverse remarks have been received from the Income Tax Department within the stipulated period of time. As per the circular dated 15.01.2014, of the Ministry of Corporate Affairs, it is stipulated if no response is received from the Income Tax Department within a period of fifteen days from the receipt of the notice by the R .....

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a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitionerTransferor companies to preserve their books of accounts, papers and records and not dispose of the records without the prior permission of Central Government u/s. 396A of the Companies Act, 1956. 14 Having heard Mr. Navin K Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin, learned Central Government Standing Counse .....

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