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2016 (4) TMI 359 - GUJARAT HIGH COURT

2016 (4) TMI 359 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The Official Liquidator has opined that the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In the view of this Court, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation. From the material on record and upon perusal of the Scheme, it appears to be fair, and reasonabl .....

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THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE, MRS MAUNA M BHATT, ADVOCATE ORAL ORDER 1 This petition has been filed by the Petitioner Company for the sanction of scheme of Amalgamation between Elitecore Technologies Private Limited (Petitioner Transferor Company) and Sterlite Technologies (Transferee Company) and their respective shareholders and creditors ( Scheme ) under Sections 391 to 394 of the Companies Act, 1956, along with the corre .....

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ure, elimination of multiple entities within the group, optimal utilization of resources and better administration and cost reduction. 3 It has been pointed out that vide the order dated 22nd January, 2016, passed in the Company Application No. 30 of 2016, the meetings of the Equity Shareholders and Secured Creditors were dispensed with, in view of the written consent letters of all the Equity Shareholders and Secured Creditors. The meeting of the Unsecured Creditors was dispensed with in view o .....

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16 as submitted in the affidavit dated 24th February, 2016. The publication in the Government gazette was dispensed with. 5 Notice of the petition has been served upon the Regional Director (Western Region). In response thereto, Shri Devang Vyas, Assistant Solicitor General of India has filed his appearance in the petition and affidavits dated 11th March,2016 and 16th March, 2016 have been filed by the Regional Director, NorthWestern Region, Ministry of Corporate Affairs. 6 In the above affidavi .....

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the Affidavit dated 11.03.2016 in the Affidavit filed by the Regional Director it is submitted that the Petitioner Company undertake to comply with the provisions of the Income Tax Act and Rules framed thereunder. Further, it is observed by the Regional Director in Para 2 of Affidavit dated 16.03.2016 that the Petitioner Company has outstanding income tax year demand for the Assessment Years, 201112, 201213 and that the Petitioner Company has been selected for scrutiny for Assessment Years, 2013 .....

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hat the Petitioner Company will comply with the Circulars of SEBI as well as NSE and BSE. In response to the second observation made by the Regional Director, learned advocate for the petitioner relies on the affidavit dated 16.03.2016, filed on behalf of the petitioner company and submits that, as mentioned in the said affidavit, clause 6.1 of the Scheme specifically envisages about the compliance of the AS14. 9 In response to the third observation made on behalf of Income Tax Department, it is .....

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ansferor Company to the Transferee Company. Accordingly, the aforementioned tax demands would, subject to the outcome of the appeals in this regard, be payable, if required, by the Transferee Company. 10 It may be noted that the Regional Director in his affidavit has also stated that as per the report of the Registrar of Companies there is no complaint against the petitioner companies. 11 In response to the notice issued by this Court, the Official Liquidator has filed his Report dated 14th Marc .....

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ffered by the Chartered Accountants, has opined that in view of the report of the Chartered Accountants, the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest in terms of the second proviso to section 394(1) of the Companies Act, 1956 and, therefore, the Petitioner Transferor Company may be dissolved without being woundup. 12 As regards the observation raised by the Official Liquidator in his repo .....

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tatutory compliance of all applicable laws and would not be absolved from any of its statutory liabilities in any manner. 13 This Court has heard Ms. Dharmishta Raval, learned advocate for the petitioner, Mr. Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr. Devang Vyas, learned Assistant Solicitor General of India, and Ms. Mauna M Bhatt, learned advocate for the Income Tax Department. 14 In view of the above discussion, it transpires that the observations made by the Re .....

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