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IN RE : RAJHANS INFRA PROJECTS PRIVATE LIMITED

2016 (4) TMI 393 - GUJARAT HIGH COURT

Scheme of Amalgamation - Held that:- The amalgamation under the proposed Scheme appears to be in the interest of the companies and their members and creditors, this Court is of the view that the Scheme deserves to be sanctioned. The Arrangement otherwise seems to be appropriate and hence, it is required to be sanctioned with a specific observation that the sanctioning of the Scheme would not absolve anyone who is otherwise liable for any responsibility or liability, only on account of this sanct .....

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ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions have been filed by three companies, for the purpose of obtaining the sanction of this Court to a Scheme of Arrangement, in the nature of Amalgamation of Rajhans Infra Projects Private Limited and Rajhans Infra Link Private Limited, the Transferor Companies, with Laxmikrupa Estate Consultants Private Limited, the Transferee Company, as proposed under Sections 391 to 394 of the Companie .....

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in Company Applications Nos.393, 394 and 395 of 2015, the meetings of the Equity Shareholders of all the companies were dispensed with, in light of the consent letters of all the Shareholders being placed on record. There are no Secured Creditors of the Transferor Companies. The Unsecured Creditors of both the Transferor Companies have also approved the Scheme and the consent letters were placed on record. In view of the same, the dispensation of the meetings of creditors was granted. 4. The su .....

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s were received by the petitioner or its advocate. This fact has been confirmed vide the common additional affidavit dated 28th March, 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. A Report dated 23rd March, 2016 has been filed by the Official Liquidator, after taking into account the Report of the Chartered Accountant appointed by him, out of the panel. It has been observed by the Official Liquidator that the affairs of th .....

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ection 396(A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Government. It is further directed that even after the Scheme is sanctioned, the Transferor Companies shall comply with all the applicable provisions of law and shall not be absolved from any statutory liability. 6. The attention of the Court is dr .....

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ointed Date as 1st April, 2016. Being authorized under Clause 18.1 of the Scheme, the Board of Directors have passed the requisite resolution dated 21st March, 2016. Copies of these Resolutions are placed on record along with the Common Additional Affidavit dated 28th March, 2016. The petitioner Companies have prayed to grant such amendment to the Scheme and Clause 1.2 of the proposed Scheme to be amended for replacing the words, 1st day of April 2016 in place of 16th day of March 2016 . Conside .....

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Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The attention of this Court is drawn to the common Additional Affidavit dated 28th March 2016 filed by Mr.Manoj Movalia, the Authorised Signatory of the petitioner Companies, whereby the said issues have been dealt with. This Court has considered the submissions advanced by the learned counsel appearing for the Central Government and Mrs. Swati Soparkar, learned advocate for the petition .....

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, by and large, to the same set of shareholders, it is not necessary to provide the working sheets. It is further submitted that such an objection is beyond the purview of the Regional Director. Considering the above facts and circumstances, this Court does not think it necessary to direct the petitioner Companies to place on record such working sheets, particularly in light of the fact that all the Shareholders of all the Companies have thought it appropriate to approve the Scheme with the prop .....

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f) pertains to letter dated 16th February 2016 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner Companies have agreed to comply with the applicable provisions of the Income Tax Act and Rules. In view of the sam .....

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is in the interest of the Shareholders and creditors of all the Companies as well as in the public interest, therefore, it deserves to be sanctioned. The modification sought for by amending the scheme with regard to clause 1.2, referring to the Appointed Date as 1st April, 2016, is granted. The Modified Scheme, as placed on record at page 87, is hereby sanctioned. 10. The prayers in terms of Paragraph16( a) of Company Petition Nos.13, 14 and 15 of 2016 with the Modified Scheme, are hereby grant .....

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