New User   Login      
Tax Management India .com TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2016 (4) TMI 270 - GUJARAT HIGH COURT

2016 (4) TMI 270 - GUJARAT HIGH COURT - TMI - Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking - Held that:- As the contentions raised in the affidavits and reply affidavits, the undertakings provided vide the additional affidavit dated 31st March 2016 and the consent letters of the Secured Lenders placed on record vide the affidavit dated 1st April 2016, this Court is satisfied that the observations made by the Regional Director, Ministry of Corporate Aff .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tes under Section 103(1) in terms of Paragraph12 are hereby granted. Similarly, the prayers made in terms of Paragraph17(a) of Company Petition No.35 of 2016 for the Resulting Company are also granted.

The petitions are disposed of, accordingly. Insofar as the costs to be paid to the Central Government Standing Counsel are concerned, they are quantified at ₹ 7,500/per petition. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. - COMPANY PETITI .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

merged Undertaking, viz. Hospitality Management Undertaking of Haywood Hospitality India Private Limited to Gujarat JHM Hotels Limited and restructure of Share Capital of Haywood Hospitality India Private Limited, proposed under Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956. 2. It has been submitted that Haywood Hospitality India Private Limited, the Demerged Company is the wholly owned subsidiary of Lotus Investments India LLC, Mauritius, and is a part of J .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ny should concentrate on the Hotel ownership business. Since the Resulting Company is more resourceful, with larger administrative setup and with a larger capacity to undertake various businesses, it is proposed that the Hotel management Undertaking of the Demerged Company be Demerged and transferred to the Resulting Company. It is envisaged that the Demerger shall help both the companies to focus on their respective businesses and pursue their growth independently. The petitions give the detail .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ly against the balance available in Securities Premium Reserve Account, and the balance by reducing the Issued, Subscribed and Paid up Share Capital of the Demerged Company. It has been submitted that the said Reduction of Capital is proposed as an integral part of the Proposed Scheme and it does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital. Further, the order of the Court sanctioning the Scheme shall be d .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ty Shareholders and Unsecured Creditors of the Demerged Company were dispensed with, in view of the written consent letters from all of them, approving the proposed Scheme, being placed on record. It has been submitted that there are no Secured Creditors of the Demerged Company. 7. It has been further submitted that in the case of the Resulting Company, vide the order dated 15th January, 2016, passed in Company Application No.21 of 2016, the meeting of the Equity Shareholders of the Company was .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the Resulting Company had undertaken to place on record the consent letters from its Secured Lenders before the sanction of the Scheme. The attention of the Court is drawn to the Additional Affidavit dated 2nd April, 2016, filed by Mr.Sanjivkumar Shah, the Authorised Signatory of the Resulting Company. The consent letters of all the Secured Lenders of the Resulting Company have been placed on record by the said affidavit. 8. The substantive petitions for the sanction of the Scheme were filed by .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

even after the publication and this aspect has been further confirmed by the additional affidavit dated 31st March, 2016. 9. Notice of the petition has been served upon the Central Government and Mr.Kshitij Amin, learned counsel appearing for the Central Government, appears on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India. An affidavit dated 23rd March, 2016 has been filed by Mr.Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Aff .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ines. It is submitted on behalf of the petitioners that it is not necessary to obtain any prior approval for the proposed Scheme under the provisions of the above referred Acts. It has been submitted that vide Clause 5.2 of Scheme, the same is already provided. The petitioners have, further, undertaken to comply with the applicable provisions of the said Acts, as and when necessary. (iii) The observation of the Regional Director made vide Paragraph2( e) pertains to the letter dated 16th February .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

iew of the same, no further directions are required to be issued to the petitioner Companies in this regard. (iv) It has further been submitted that there are no complaints received by the Registrar of Companies, as confirmed by Paragraph3. The Regional Director has, vide Paragraph4, confirmed that it has no further objection except the above. 12. Considering the above facts and circumstances and taking into account the contentions raised in the affidavits and reply affidavits, the undertakings .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version