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2016 (4) TMI 435 - GUJARAT HIGH COURT

2016 (4) TMI 435 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appearing to be genuine and in the interest of the shareholders and creditors. This Court, therefore, allows the Company Petitions and approves the Scheme. The Scheme is hereby sanctioned. The prayers made in the respective Company Petitions are h .....

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pany) (Scheme). 2. The Petitioner of the Company Petition No. 62 of 2016, i.e., Zydus Healthcare Limited, had filed an application in this Court, being Company Application No. 57 of 2016, for dispensing with the convening and holding of the meetings of the Equity Shareholders and Creditors (whether Secured or Unsecured) of the said Company. This Court, vide its order dated 12.02.2016, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders in view of the co .....

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reditors of the said Company. This Court vide its order dated 12.2.2016, 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 12.02.2016, also dispensed with the meeting of the Unsecured Creditors of the said company. This Court further noted that there are no Secured Creditors of the Petitioner Company .....

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the Gujarati daily newspaper, Sandesh , both Ahmedabad editions in Company Petition Nos. 62 and 63 of 2016. This Court had dispensed with the publication of the notice in the Gujarat Government Gazette. 5. Pursuant to the order dated 17.2.2016, the Petitioners of Company Petition Nos. 62 and 63 of 2016 have published the notice of the hearing of the petition in the English daily newspaper, Indian Express and in the Gujarati daily newspaper, Sandesh , both Ahmedabad editions, on 24.2.2016. The af .....

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, the Transferee Company has filed an affidavit dated 16.3.2016, inter alia, pacing subsequent facts on record, that had taken place after the passing of the order dated 17.02.2016, so as to bring on record the details regarding the option exercised by the Equity Shareholders of the Transferor Company for the allotment of shares by the Transferee Company to the Equity Shareholders of the Transferor Company, in terms of Clause 10.1(b) of the Scheme. 7. In response to the notice, the Regional Dire .....

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etitioner Companies, to give an undertaking that the reserves created pursuant to the sanctioning of the Scheme, shall not be available for distribution of dividend in compliance with Accounting Standard14. It is further observed by the Regional Director in paragraph 2 (f) of the said common affidavit, that this Court be pleased to direct the Petitioner Companies to undertake compliance of the Income Tax Act and Rules. 10. Heard Mr. Sandeep Singhi, Advocate for Singhi & Co, on behalf of the .....

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respect of the observations made by the Regional Director at paragraph 2(d) of the common affidavit, Mr. Singhi submits that the Petitioner Company in paragraph 3 of its reply has, inter alia, stated that the share exchange ratios have been arrived at by independent valuers, namely, KPMG India Private Limited and that the said share exchange ratio has been approved by the Board of Directors of the Transferor Company and the Transferee Company. Further, the Equity Shareholders of both the compan .....

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Petition No. 47 of 2016, wherein the issue raised at paragraph 2(e) 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(e) of the common affidavit are no longer tenable. 14. In respect of the observations made by the Regional Director at paragraph 2(f) of the common affidavit, the Petitioner Company has stated, in paragraph 5 of its reply, tha .....

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