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2016 (2) TMI 584 - GUJARAT HIGH COURT

2016 (2) TMI 584 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Considering the above facts and circumstance and taking into account the contentions raised by the affidavits and reply affidavits and the submissions advanced during the course of hearing, this Court is satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed. It can be concluded that the present Scheme of Arrangement is in the interest of the shar .....

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ed by five companies for the purpose of obtaining the sanction of this Court to a Scheme of Amalgamation of four Transferor Companies of the same group viz. Bakeri Southern Urban Development Private Limited, Peshani Investments Private Limited, Sanskrut Investments and Consultancy Services Private Limited and Suyojan Properties Private Limited with Bakeri Urban Development Private Limited, the Transferee Company, proposed under Sections391 to 394 of the Companies Act, 1956. 2. Heard Mr.Saurabh S .....

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of Amalgamation is proposed to achieve the operational synergies and provide stronger financial base to the Transferee Company. It is envisaged that the proposed amalgamation would, interalia, achieve advantages like efficient shareholding structure enabling alignment of interest of the promoters, to avoid duplication of administrative costs as well as statutory compliances. The petitions provide the details of the anticipated advantages. 4. It has been submitted that vide orders dated 6th Augus .....

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g the contention that the rights and interests of the Unsecured Creditors are not adversely affected, in light of the positive net worth of the Transferee Company. A meeting of the Secured Creditors of the Transferee Company was directed to be convened to obtain their approval. The said meeting was convened on 16th September, 2015 and the result of the meeting was placed on record in the form of the Chairman's report, with an affidavit dated 17th September, 2015. The Scheme was unanimously a .....

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r, 2015. The publication in the Government Gazette was dispensed with, as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. The said fact has been confirmed vide the common additional affidavit dated 5th February, 2016. 6. Notice of the petitions have been served upon the Office of the Official Liquidator for the Transferor Companies. The reports dated 5th January, 2016 have been filed by the Official L .....

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sought that directions be issued to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Government, as per the provisions of Section396( A) of the Companies Act, 1956. 7. 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 Government. It is hereby further directed th .....

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y Mr.Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 9. The attention of this Court is drawn to the common Additional Affidavit dated 5th February, 2016, filed by Mr.Asit Somani, the Director and Authorized Signatory of the petitioner companies, whereby the said issues have been dealt with. 10. This Court has heard submissions advanced by the learned Senior Counsel for the petitioners and the learned Central Go .....

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Cs with the Reserve Bank of India. In this regard it has been pointed out that the activities carried out by these two companies are restricted to the group companies only and considering the other criteria for a NBFC, the said registration with RBI is not applicable to these companies. In view of this, no directions are required to be issued to the petitioner companies. Learned Senior Counsel for the petitioners has submitted that this issue is resolved in the order dated 09.07.2015, passed by .....

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provide the working sheets for the same. In this regard, it has been submitted that all the companies belong to the same group and all the shareholders belong to the same family. There is no public interest involved in the present scheme. Considering the facts and circumstances, it is not necessary to provide the working sheets for the same. Further, none of the shareholders have objected to the proposed ratio and hence, it has been submitted that no further directions are required to be issued .....

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ys, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and Rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. 11. Considering the above facts and circumstance and taking into account the conte .....

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