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2016 (3) TMI 979 - GUJARAT HIGH COURT

2016 (3) TMI 979 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- As it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be genuinely in the interest of the shareholders and creditors. This Court, therefore, allows the Company Petitions and sanctions the Scheme. The prayers made in the respective Company Petitions are granted.

The petitions are allowed, accordingly. - COMPANY PETITIO .....

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Limited and Aditya Birla Minacs BPO Private Limited and Indigold Trade and Services Limited (Transferor Companies) with Aditya Birla Nuvo Limited (Transferee Company). 2. The Petitioner of Company Petition No.47 of 2016, i.e., Aditya Birla Nuvo Limited, had filed an application in this Court being Company Application No.38 of 2016, for dispensing with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the said Company. This Court, v .....

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and interests of the Secured or Unsecured Creditors are not affected by the Scheme. 3. The Petitioner of Company Petition No.48 of 2016, i.e., ABNL IT & ITES Limited, had filed an application in this Court being Company Application No.39 of 2016, for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court, vide its order dated 1.2.2016, inter alia, dispensed with the convening and holding of the meeting of the .....

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an application in this Court, being Company Application No.40 of 2016, for dispensing with the convening and holding the meetings of the Equity Shareholders and Unsecured Creditors of the said Company. This Court, vide its order dated 1.2.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said Company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide its aforesaid order dated 1.2.2 .....

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f the said Company. This Court vide its order dated 1.2.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said Company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide the aforesaid order dated 1.2.2016, also dispensed with the meeting of the Unsecured Creditors of the said Company. This Court vide the aforesaid order dated 1.2.2016, also noted that there are no Secured Creditors .....

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daily newspaper, Indian Express , Ahmedabad Edition and the Gujarati daily newspaper, Sandesh , Rajkot Edition, in Company Petition Nos. 47 to 50 of 2016. This Court had dispensed with the publication of the notice in the Gujarat Government Gazette. 7. Pursuant to the order dated 3.2.2016, the Petitioners of Company Petitions Nos. 47 to 50 of 2016 have published the notice of the hearing of the petition in the English daily newspaper, Indian Express , Ahmedabad Edition and the Gujarati daily ne .....

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, the Regional Director has filed a common affidavit dated 24.2.2016. In paragraph 2(d) of the said affidavit, it is mentioned that this Court be pleased to direct the Transferee Company to undertake compliance of the SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4.2.2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated 21.5.2013 (SEBI Circulars). In paragraph 2 (e) of the said affidavit it is mentioned that this Court be pleased to direct the Transferee Company to ensure the compliance of the .....

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aragraph 2(g) of the said affidavit that this Court be pleased to direct the Petitioner Companies to undertake compliance of the Income Tax Act and Rules. 9. Heard Mr.Sandeep Singhi, learned advocate for M/s.Singhi & Co., on behalf of the Petitioner Companies, Mr.Kshitij Amin, learned Central Government Standing Counsel for Mr.Devang Vyas, learned Assistant Solicitor General of India, appearing for the Central Government and the Official Liquidator. 10. Mr.Sandeep Singhi, learned Advocate ap .....

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la Nuvo Limited, has complied with the said SEBI Circulars. In light of the aforesaid, this Court is of the view that the observations of the Regional Director at paragraph 2(d) of the common affidavit stand satisfied. 12. In respect of the observations made by the Regional Director at paragraph 2(e) of the common affidavit, Mr.Singhi submits that the said Petitioner Company in paragraph 4 of its reply has, inter alia, stated that under the Scheme, the Transferee Company is not required to compl .....

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ase of Madura Garments Lifestyle Retail Company Limited, wherein the issue raised at paragraph 2(f) of the common affidavit by the Regional Director has already been considered by this Court. In light of the aforesaid, this Court is of the view that the observations of the Regional Director at paragraph 2(f) of the common affidavit are no longer tenable. 14. In respect of the observations made by the Regional Director at paragraph 2(g) of the common affidavit, the Petitioner Company, in paragrap .....

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graph 20, has submitted that the affairs of the Transferor Companies, have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In respect of the observations made by the official Liquidator in paragraph 21 of the report, the said companies have filed their respective affidavits, all dated 26.2.2016, ensuring compliance in respect of the same. In respect of the observations made at paragraph 22 of the report, Mr. Singhi submits that the Scheme nowh .....

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