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2016 (3) TMI 930 - GUJARAT HIGH COURT

2016 (3) TMI 930 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The queries of the Regional Director and of the Official Liquidator have been met with the petitioners. It is, therefore, ordered that, the Scheme, at Exhibit A to the petition, is sanctioned and the prayers as prayed at 15(a) in the Company Petition are granted.

The petitioner is directed to pay the fees amounting to ₹ 7,500/to Mr. Devang Vyas, learned Assistant Solicitor General of India and & .....

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NY APPLICATION NO. 282 of 2015 - Dated:- 26-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR PAVAN S GODIAWALA, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 The present Company Petition has been filed by the Petitioner Transferor Company, which is a wholly owned subsidiary of Styrolution ABS (India) Limited, the Transferee Company, seeking a prayer for the sanctioning of the Scheme of Amalgamation as produ .....

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S (India) Limited is a Transferee Company is a holding company of the Petitioner, had also preferred the Company Application No. 283 of 2015 for the prayers, seeking exemption from following the procedure for filing of the application under Section 391(1) of the Companies Act,1956 for convening and holding of the meetings of Shareholders and creditors for considering and if thought fit with or without modification the scheme and further sought exemption from filing and preferring the petition fo .....

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ated 21.05.2013 as specifically contained in clause 18.13 of the Scheme as was produced with the application. This Court upon considering the documents and averments allowed the application of Styrolution ABS (India) LimitedTransferee Company and passed the order on application on 21.09.2015. The said order is produced by the Petitioner at Exhibit D . 4 The present Petition by the Transferor Company came to be filed on 24.09.2015 and was admitted on 29.09.2015. Notice was directed to be issued o .....

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the petition came to be published in the English daily newspaper Indian Express , Vadodara Edition, on 14.10.2015 while the publication in the Gujarati daily newspaper Vadodara Samachar , Vadodara Edition, was done on 15.10.2015. The notice of the petition came to be served on the Regional Director on 9.10.2015 and on the Official Liquidator on 9.10.2015. 6 Pursuant to the notice, the Official Liquidator filed his report dated 29.01.2016. In the report, it is stated at paragraph 16 that, the aff .....

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Companies Act, 1956. In paragraph 18 it is submitted that the Petitioner Company shall ensure statutory compliance of all applicable laws. 7 The Regional Director has also filed his affidavit dated 15.02.2016 and made observations at paragraph 2(d), wherein it is stated that the Transferee Company is listed with BSE and NSE and from the copy of the two letters issued by both Stock Exchanges to the Transferee Company and as revealed from the letters of BSE and NSE, the Company is required to duly .....

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Director has further made observations at paragraph 2 (e) to the effect that, it is revealed from the Shareholding pattern of the Transferee Company as on 01042016, that 1,32,57,792 (75.39%) number of Equity Shares out of total 1,75,85,925 number of Equity Shares are held by Foreign Body Corporates and Foreign Institutions Investors. It is stated that the deponent is not aware as to whether there is compliance with the provisions of FEMA and RBI guidelines. In this regard, compliance of FEMA an .....

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stated that a reply has been received from Assistant Commissioner of Income Tax Circle2( 1) (1), Baroda vide letter No. BRD/ACIT Cir2( 1) (1)/ Sch. Amalgamation/SABS (1)/1516/ 603 dated 17.11.2015. It is submitted that, as per the records of office there is an outstanding demand payable by the assessee for various assessment years. The said outstanding Income Tax Liability needs to be taken into consideration (liability in respect of payment of income tax due must be fixed) at the time of amalga .....

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mplaints against the Petitioner companies including any complaint/representation against the Scheme of Amalgamation of the petitioner companies. Further at paragraph 2(i) it is submitted that, the deponent has no other objection except stated hereinabove and that the Scheme of Arrangement in the nature of Amalgamation may be considered on merits after considering the above mentioned submissions. 12 In response to the observations, an affidavit dated 22.02.2016 came to be filed by the Petitioner .....

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rther, it is submitted that the said circular is, in fact, not applicable to the facts of the present case but the Transferee Company has complied with the law and shall abide by the same. 14 At paragraph No.3 it is submitted that the Transferee Company has complied with the guidelines and the same has already intimated to the Regional Director, therefore, there is no violation of the guidelines. It is submitted that the whollyowned subsidiary is getting merged with the Transferee Company and, h .....

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onal Director is applicable if the amalgamation is in the nature of purchase. The petitioner has also quoted the clause 14.1.1 of the Scheme, as well as clause No. 14.1.3 thereof and stated that, as per paragraph 16 of Accounting Standard 14Accounting for Amalgamation (AS 14) , if the amalgamation is an amalgamation in the nature of merger , the identify of the reserves is preserved and they appear in the financial statements of the Transferee Company in the same form in which they appeared in t .....

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in the financial statements of the Transferee Company and submitted that, in view of paragraph 16 of AS14, the accounting treatment is in accordance with the Accounting Standard. Further, the petitioner has referred to clause 14.1.5 of the Scheme and submitted that as per paragraph 11 of AS 14, if, at the time of amalgamation, the Transferor and the Transferee Companies have conflicting accounting policies, a uniform set of accounting policies is adopted following the amalgamation. The effects .....

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ome Tax Liability and as the Transferee Company is going to remain in existence and is an going concern, the liabilities if any, shall be duly discharged. It is undertaken that there shall be compliance of the Income Tax Act and Rules. 17 The Petitioner, at paragraph 6 of the reply has submitted that there are no other observations and the Petitioner and Transferee holding 100% shareholding through its nominee shareholders unequivocally undertake to comply with the law and hence the prayers as p .....

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