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IN RE : URMIN MARKETING PRIVATE LIMITED

2016 (2) TMI 279 - GUJARAT HIGH COURT

Scheme of Amalgamation - Held that:- Taking into account the contentions raised in the affidavits and counter affidavits and the judgment cited at the Bar, this Court is satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs no longer survive. This Court is of the view 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, it deserves to be sanctioned. Henc .....

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NTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 These petitions have been filed by two companies for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of Urmin Marketing Private Limited, the Transferor Company, with Urmin Flavaroma Private Limited, the Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2 It has been submitted by Mr. Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, on behalf of the .....

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eamlining the current organization structure. The petitions provide the details of the anticipated advantages. 3 It has been submitted that vide orders dated 15th October 2015, passed in Company Application No. 311 and 312 of 2015, the meetings of the Equity Shareholders and Unsecured Creditors of both the companies were dispensed with in light of the consent letters of all the Equity Shareholders and Unsecured Creditors, being placed on record. There are no Secured Creditors of either of the Pe .....

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ctions were received by the petitioner or its advocate. The said fact has been confirmed vide the common additional affidavit dated 21st December 2015. 5 Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. A report dated 22nd December 2015 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 af .....

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ons of Section 396(A) of the Companies Act, 1956. 6 Accordingly, 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 the prior permission of the Central Govt. It is 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 of any of its statutory liabilities. 7 Notice of the petitions .....

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1st December 2015 filed by Mr. Tejas Majithia, the Director of the petitioner Transferor Company whereby the said observations have been dealt with. 9 This Court has heard and considered the submissions made by the learned counsel for the respective parties. (I) The observation made vide paragraph 2(c) pertains to the proposed Accounting Treatment. It has been observed by the Regional Director that the Accounting Treatment as envisaged under clause 6.4 of the Scheme is against the requirement of .....

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ry varies from the prescribed accounting standard, the necessary disclosure should be made in the financial statements for the deviation as compared to the Accounting Standard. The said issue has already been settled by several decisions of various High Courts, including this Court. The petitioner has undertaken that in case of deviation from the aforesaid accounting standard or practice, the Transferee Company shall make the necessary disclosures in its first financial statements after the Sche .....

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rned counsel for the parties, and considering the ratio of the said decision, this court does not consider it necessary to issue any such direction or condition to the effect that the petitioner company is to restrict the distribution of dividend out of such Reserves. (II) The observation made vide paragraph 2 (d) pertains to the absence of working sheets for calculation of Share Exchange Ratio as worked out by M/s. G.S.Mathur & Co., Chartered Accountants. In this regard, it has been pointed .....

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144 of 2015 in Company Application No. 132 of 2015 and connected matters, in the case of Athanas Enterprise Private Limited. (III) The next observation of the Regional Director vide paragraph 2(e), pertains to the letter dated 5th November 2015, sent by the Regional Director to the Income Tax Department inviting objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Dep .....

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