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2016 (3) TMI 292 - GUJARAT HIGH COURT

2016 (3) TMI 292 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The Official Liquidator has filed separate reports both, dated 23.2.2016, in cases of both the Transferor Companies. The reports confirm that the affairs of the Transferor companies are not conducted in a manner prejudicial to the interest of their members or to the public interest. The Official Liquidator has, however, requested this Court to direct the petitioners to preserve their books of accounts, papers and .....

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malgamation together with the relevant documents on record, this Court considers it appropriate to grant sanction to the present Scheme of Amalgamation. - COMPANY PETITION NO. 427, 428 of 2015, COMPANY APPLICATION NO. 352, 353 of 2015 - Dated:- 25-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MR. NAVIN K PAHWA, ADVOCATE FOR THAKKAR AND PAHWA, ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL, FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 The pres .....

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ct of the Transferee Holding company are required to be undertaken under the provisions of Section 391(2) of the Act. This Court, by an order dated 6.11.2015 passed in Company Application No. 351 of 2015, held that no separate proceedings are required to be undertaken by the Transferee Company, being the Holding Company under the provisions of Section 391(2) of the Act. Accordingly, no separate petition on behalf of the Transferee Company is filed. 3 nGin Technologies Private Limited, one of the .....

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pany, filed Company Application No. 353 of 2015, seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company. It is reported that there are no Secured Creditors of the petitioner-company. By an order dated 6.11.2015, passed in Company Application No. 353 of 2015, this Court ordered dispensation of the meetings of the Equity Shareholders and the Unsecured Creditors. 5 The petitioners, thereafter, filed Company Petition No. 427 and 428 of 2015, .....

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wspaper Sandesh and the English daily newspaper Indian Express , both having circulation in Ahmedabad, on 25.12.2015. The authorized director of both the petitioner companies has filed separate affidavits dated 15.2.2016 in support of the publication of the advertisements. 7 In response to the notice issued, the Regional Director has filed a common affidavit dated 28.01.2016, making four observations. The first observation made by the Regional Director is with regard to Clause 11 of the Scheme w .....

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is with regard to the correct name of nGin Technologies Private Limited. The fourth observation made by the Regional Director is with regard to the comments from the Income Tax Department. According to the Regional Director, the petitioner Companies may be directed to undertake compliance of the Income Tax Act and Rules. 8 In response to the affidavit of the Regional Director dated 28.1.2016, the petitioner-Transferor Companies in Company Petition No. 427 and 428 of 2015, have filed their respon .....

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that this issue is no longer resintegra in view of the judgment of this Court reported in 2013 (176) CC 337 in the case of Milestone Tradelinks Private Limited Vs. State. 9 With regard to the second observation, it is submitted that as on 31st March 2015, the Authorized Share Capital of the petitioner nGin Technologies Private Limited is ₹ 1,20,00,000/divided into 12,00,000 equity shares of ₹ 10/each. It is submitted that the same figure is mentioned in the Scheme and thus, this obs .....

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ved from the Income Tax Department. Without prejudice, the petitioner companies submit that they would undertake the compliance of the Income Tax Act and the Rules made thereunder. 12 The Official Liquidator has filed separate reports both, dated 23.2.2016, in cases of both the Transferor Companies. The reports confirm that the affairs of the Transferor companies are not conducted in a manner prejudicial to the interest of their members or to the public interest. The Official Liquidator has, how .....

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