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2016 (4) TMI 616 - GUJARAT HIGH COURT

2016 (4) TMI 616 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The observations made by the Regional Director, Ministry of Corporate Affairs, have been redressed satisfactorily. It can, therefore, be concluded that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest and the same deserves to be sanctioned. The Scheme is, therefore, sanctioned.

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J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions have been filed by the petitioner companies for the sanction of a Scheme of Arrangement, in the nature of Amalgamation of Applied Thermal Technologies (India) Private Limited, the Transferor Company with Aavid Thermalloy India Private Limited, the Transferee Company, proposed under Sections391 to 394 of the Companies Act, 1956. 2. It has bee .....

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January 2016 passed in the Company Application No.32 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Company were dispensed with in view of the written consent letters from all of them being placed on record, there being no Secured Creditors. Similarly vide the order dated 22nd January 2016, passed in the Company Application No.33 of 2016, the meeting of the Equity Shareholders of the Transferee Company was dispensed with in view of the written consent .....

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and were admitted vide order dated 12th February 2016. The public notices for the same were duly advertised in the English daily newspaper Indian Express and the Gujarati daily newspaper Sandesh , both Vadodara editions, on 26th February 2016. The publication in the Government Gazette was dispensed with. Affidavits dated 2nd March 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the addi .....

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oks of accounts and records of the Transferor Company for a period of 8 years from the date of the sanctioning of the Scheme and not to dispose off the same, without the prior permission of the Central Government. The Petitioner companies are, accordingly, directed to preserve the books and records of the Transferor Company for a period of 8 years from the date of the sanctioning the Scheme and not to dispose of the same, without the prior permission of the Central Government. It is further dire .....

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mar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby a few observations have been made. 7. The attention of the Court is drawn to the Common Additional Affidavit dated 5th April 2016, as filed by Mr.Atul P. Patel, on behalf of the petitioner Companies, which provides requisite explanations to the issues raised by the Regional Director. Vide Paragraph2(c) of the affidavit, it has been observed by the Regional Director that the Equity Shares of both the c .....

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isions of the said Acts as and when necessary. Vide paragraph2(d) of the said affidavit it has been observed that the working sheet for calculation of the share exchange ratio has not been submitted by the petitioner companies. In this respect, it has been submitted that since both the companies belong to the same group and all the shares are held by the same parent company, it is not necessary to provide the working sheets. The observation of the Regional Director made vide paragraph2( e) perta .....

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provisions of the Income Tax Act and rules. The Regional Director has confirmed that no complaints have been received against the petitioner companies in the office of the Registrar of Companies and there are no other objections to the Scheme. 8. Heard Mrs.Swati Saurabh Soparkar, learned advocate for the petitioner companies as well as the counsel appearing for the Central Government. Considering all the facts and circumstances and taking into account the contentions raised by the affidavits an .....

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