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IN RE : RANJEET ELECTRIC PRIVATE LIMITED

2016 (2) TMI 280 - 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 statut .....

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L OF INDIA COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956, seeking sanction of this Court to the Scheme of Amalgamation of Himgiri Solutions Private Limited (1st Transferor Company) and Destiny Zone Security Solutions Private Limited (2nd Transferor Company) with Ranjeet Electric Private Limited(Transferee Company). 2. Mr.Vijay Patel, learned advocate for the petitioners, has submitted that Ranjeet Electric Private Limi .....

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on and ordered dispensation of the meetings of the Equity Shareholders. 3. The petitioner of Company Petition No. 246 of 2015 i.e Destiny Zone Security Systems Private Limited, had filed Company Application No. 184 of 2015, for requisite directions for dispensing with the convening and holding of meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner Company. This Court, by its order dated 14.07.2015, passed in Company Application No.184 of 2015, had dis .....

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secured Creditors of the petitioner Company. This Court, by its order dated 14.07.2015, passed in Company Application No.185 of 2015, had dispensed with the requirement of holding of the meeting of the Equity Shareholders, in view of the written consent of all the Equity Shareholders and the majority of the Secured as well as Unsecured Creditors of the Company. 5. The petitioners, thereafter, filed Company Petition No. 245 of 2015 to Company Petition No. 247 of 2015 respectively, seeking the san .....

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e Gujarati daily newspaper Divya Bhaskar and the English daily newspaper Times of India , both having circulation in Ahmedabad, on 12.08.2015. The authorised Director of the petitioner Companies has filed separate affidavits dated 19.08.2015, confirming the publication of the notice of the hearing of the petitions. 7. In response to the notice, the Regional Director has filed a common affidavit dated 04.11.2015 making two observations. The first observation is that it is mandatory to make Accoun .....

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It is further stated that the Amalgamation Reserve arising out of the Transfer of assets and liabilities, being of a capital nature (and not of a revenue nature) is not available for distribution of dividend, therefore, this Court may direct the petitioner Transferee Company to comply with the requirements of Accounting Standard 14, strictly. 8. The other observation made by the Regional Director is with regard to the comments from the Income Tax Department. According to the Regional Director, t .....

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tion 129(5) of the Companies Act, 2013 and that the petitioner Transferee Company shall make necessary disclosures in its Financial Statements, as enumerated under Section 129(5) of the Companies Act, 2013, after the Scheme is sanctioned by this Court, therefore, no direction is required to be issued to the petitioner Transferee Company to comply with the requirements of Accounting Standard14 strictly. 10. With regard to the second observation, it is submitted on behalf of the petitioner Compani .....

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the Transferor Companies are not conducted in a manner prejudicial to the interest of their members or the public at large. The Official Liquidator, however, has requested this Court to direct the petitioners to preserve their books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396A of the Companies Act, 1956. 12. Having heard Mr.Vijay Patel, learned advocate for the petitioner Companies and Mr.Kshitij Amin, le .....

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