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2016 (3) TMI 293 - GUJARAT HIGH COURT

2016 (3) TMI 293 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and does not appear to be violative of any provisions of law, nor contrary to the pub .....

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d Creditors of the petitionerCompanies and all other agencies, departments and authorities of the Central, State and any other local authorities.

It is ordered that as required under Section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same.The petitionerCompanies are directed to file a copy of this order along with a .....

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have presented a Scheme of Arrangement in the nature of amalgamation between Lila Electronics Private Limited with Everest Instruments Private Limited and their respective shareholders and creditors under Sections391 and 394 of the Companies Act, 1956, and seek the sanction thereof by way of the present petitions. 2. The petitioner of Company Petition No.403 of 2015 i.e. Everest Instruments Private Limited, is the Transferee Company, whereas the petitioner of Company Petition No.404 of 2015, i. .....

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Meridian, Opposite Gujarat High Court, S.G.Highway, Sola, Ahmedabad-380061, Gujarat. Further, the entire issued, subscribed and paid up capital of the Transferor Company is held by the Transferee Company and its nominees. 5. The respective petitions by the petitioner Companies set out the details about their share capital, the objects with which the companies came to be incorporated and other relevant facts. The Transferor Company is, interalia, engaged in the business of manufacturing, processi .....

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upplying, packing, moving, preserving and conducting business as agents, merchants, distributors, consigners, jobbers, brokers, concessionaires and otherwise dealing in all types of electronic components, devices, equipment and appliances, all types of electrical and electronic panel and control systems used for industrial as well as domestic purposes in India and abroad. 6. The Transferor Company was incorporated on 27th June, 1985 and the Transferee Company was incorporated on 28th July, 1999, .....

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lding the said meetings. 8. The Transferee Company had filed Company Application No.297 of 2015, seeking dispensation of the meetings of the Equity Shareholders, in view of due consent received from them. Since the Transferee Company had both Secured and Unsecured Creditors, directions were sought for convening the respective meetings of the Secured and Unsecured Creditors of the Company. This Court, by an order dated 1st October, 2015, took note of the aforesaid fact and in view of the consent .....

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ly newspaper Indian Express and the Gujarati daily newspaper Jansatta , both Ahmedabad Editions dated 8th November, 2015. The publication in the Government Gazette was dispensed with, as per the said orders. No one has come forward with any objection to the said petitions even after the publication. 11. The notice of the petitions was served upon the Central Government through the Regional Director. A common affidavit dated 5th February, 2016, came to be filed by one Mr.Shambhu Kumar Agarwal, Re .....

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and the Official Liquidator in Company Petition No.404 of 2015. 13. The Regional Director, in his Common Affidavit, has made only formal remarks and has not made any negative observations with respect to the Scheme of Amalgamation. As is apparent from the Affidavit made by the Regional Director, there are no complaints against the petitionerCompanies. 14. It has, however, been stated by the Regional Director that no reply has been received from the Income Tax Department to the letter issued by .....

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4 of 2015, has stated in paragraph18, that the affairs of the petitionerCompanies have not been conducted in a manner prejudicial to the interest of the members or the public interest and they may be dissolved without following the process of winding up. 16. In light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Am .....

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