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2016 (2) TMI 757 - GUJARAT HIGH COURT

2016 (2) TMI 757 - GUJARAT HIGH COURT - TMI - Sanction of the Scheme of Amalgamation - Held that:- The observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitionerTransferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest, in the view of this Court, there does not appear to be any impediment in granting sanction to the Scheme of Amalgamation. From the .....

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absolve the petitioners or anyone who is otherwise liable for any responsibility or liability, only on account of this sanctioning. - COMPANY PETITION NO. 432, 433 of 2015, COMPANY APPLICATION NO. 331, 332 of 2015 - Dated:- 17-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MS DHARMISHTA RAVAL, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. Learned advocate for the petitioner submits that page89 in Company Petition No.433/2015 has been wr .....

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e Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited and their respective creditors and shareholders ( Scheme ) under Sections391 to 394 of the Companies Act, 1956, along with the corresponding provisions of Companies Act, 2013. 3. Digjam Limited ( DL or Transferor Company ) is a listed public limited company and the shares of DL are listed on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). Digjam Textiles Limited ( DTL or Transferee Company ) is .....

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s and improved administrative control of the Amalgamated Company. The petitions give, in detail, the benefits envisaged due to the Scheme. 5. It is further the case of the petitioners that DL is a public limited company. The shares of DL are listed on BSE and NSE. In compliance with clause 24(f) of the listing agreement, DL had approached the concerned stock exchanges, and the approval/ clearances obtained from the said exchanges had been placed on record. 6. With respect to DL, pursuant to orde .....

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and directed the Transferor Company to send individual notices to the Secured Creditors of DL. The affidavit dated 14.12.2015, confirming the said compliance, had been placed on record. 7. Further, with respect to DTL, pursuant to the order dated 02.11.2015, passed by this Court in Company Application No.332 of 2015, the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors was dispensed with. 8. The substantive petitions filed by the petitioner Companies were admitted, .....

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is stated that individual notices dated 10th November, 2015 were served on the three Secured Creditors i.e. UCO Bank, State Bank of India and HDFC Bank Limited. It is submitted before this Court that in pursuance to the notices being served, no objections have been received from any of the Secured Creditors. It is further submitted that HDFC Bank has given its consent to the said Scheme. 10. Notice of the petition has been served upon the Regional Director (Western Region), in response to which .....

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e be pleased to direct the transferee company to ensure about the compliances of FEMA and RBI guidelines, in the matter, from time to time. c) It is therefore submitted that the petitioner transferee company should pay the necessary fees including other fees and charges for alteration of its name to M/s.Digjam Limited in compliance of Section 13 of the Companies Act, 2013. The Hon ble Court may therefore be pleased to direct the petitioner transferee company to comply with the relevant provision .....

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by the Regional Director, Ms.Dharmishta Raval, learned advocate for the petitioners has submitted that DL has already complied with the said circulars of SEBI and has obtained NOC from the stock exchanges who have, in turn, obtained the same from SEBI, which have been placed on record. It is further stated that all the requirements of the circulars and all circulars of SEBI, as applicable, would be scrupulously adhered to by DL and DTL. 13. In view of the fact that the petitioners have already c .....

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the sanction of the Scheme of Amalgamation. 15. With reference to the third observation, Ms.Raval, relying on a Judgment of this High Court in the matter of Mekaster Valves Engineering Services Private Limited ([2009] Comp. Cases 593), submitted that under the settled principle of Single Window Clearance, all the changes proposed as an integral part of the Scheme become operative upon the Scheme becoming effective by virtue of the fact that the Shareholders of the Transferee Company, while appr .....

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required to be issued to the petitioner companies in this regard. 16. Dealing with the fourth observation, the petitioner companies undertake to comply with all the applicable provisions of the Income Tax Act and Rules. No further directions are required to be issued to the petitioner companies in this regard. 17. It may be noted that the Regional Director has, in his affidavit, also stated that as per the report of the Registrar of Companies, there is no complaint against the petitioner compan .....

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and affairs of the petitionerTransferor Company. The Official Liquidator, after examining the details and the comments offered by the Chartered Accountants, has opined that in view of the report of the Chartered Accountants, the affairs of the petitionerTransferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest in terms of the second proviso to Section394( 1) of the Companies Act, 1956 and, therefore, DL may be dissolved without be .....

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itionerCompany as per Section396A of the Companies Act, 1956. 20. In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitionerTransferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest, in the view of this Court, there does not appear to be any impediment in granting sanction to the Scheme of Amalgamation. From the .....

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