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2016 (2) TMI 686 - GUJARAT HIGH COURT

2016 (2) TMI 686 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Having heard Mr. Bharat T Rao, learned advocate for the petitioner Companies and Mr. Kshitij Amin, learned Central Government Standing Counsel for Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director and after considering the Scheme of Amalgamation, together with the relevant documents on record, .....

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tioning of the Scheme of Amalgamation, the Petitioner Companies shall not be absolved of any of their statutory liabilities. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner-companies as on the date of this order and the Scheme, duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamp Duty, if any, on the same within sixty (60) days from the date of the order. - COMPANY PETITION NO. 336 of .....

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eking the sanction of this Court to the Scheme of Amalgamation of Rishi Infotech Private Limited (1st Transferor Company) and Advance Fluid Controls Private Limited (2nd Transferor Company) with Rishabh Software Private Limited (Transferee Company). 2 Mr. Bharat T Rao, learned advocate for the petitioners, has submitted that Rishabh Software Private Limited, the Transferee Company in the Scheme of Arrangement in nature of Amalgamation, had earlier filed Company Application No. 252 of 2015, seeki .....

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otech Private Limited, had filed Company Application No. 254 of 2015, for requisite directions for dispensing with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner Company. This Court, by its order dated 13.08.2015, passed in Company Application No. 254 of 2015, had dispensed with the requirement of holding the meeting of the Equity Shareholders, in view of the written consent of all the Equity Shareholders and the .....

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ensed with the requirement of holding 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 the Unsecured Creditors of the Company. 5 The petitioners, thereafter, filed Company Petition No. 336 of 2015 to Company Petition No. 338 of 2015 respectively, seeking the sanction of the Scheme of Amalgamation. By a separate order dated 01.10.2015, this Court admitted all the petitions and directed the issuance of .....

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.2015, the authorized Director of the petitioner Companies has filed separate affidavits dated 05.01.2016, confirming the publication of the notice of the hearing of the petitons. 7 In response to the notice issued by the Court, the Regional Director has filed a common affidavit in reply dated 16.12.2015, making three observations. The first observation is with regard to Clause No. 10.1 of The Scheme of Amalgamation, to the effect that the Company will observe with the Accounting Standard14 as p .....

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irector on behalf of the Company, in the affidavitinrejoinder that the preference shareholders have already given their consent. However, through oversight, the Directors of the Company could not intimate the Chartered Accountant about the same. It is further submitted by the Director of the Company that they are the preference shareholders of the Transferee Company and their status is not being affected. Further, by filing the said affidavit the Director of the Transferee Company has tendered a .....

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ved from the Incometax Department. 8 The Official Liquidator has carried out the inspection of the Books of the Transferor Companies and submitted separate reports on 20.01.2016. The reports confirm that the affairs of the Transferor Companies are not conducted in a manner prejudicial to the interest of their members or the public at large. The Official Liquidator has recommended, by his report, for a direction to the Company to preserve their books of account, papers and records and not to disp .....

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