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2016 (4) TMI 919 - GUJARAT HIGH COURT

2016 (4) TMI 919 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The observations made by the Regional Director having been addressed and the Official Liquidator having 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 opinion of this Court there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from t .....

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e Petitioner Company.

It is, however, clarified that the sanctioning of this Scheme would not absolve anyone, who is otherwise liable for any responsibility or liability, only on account of this sanctioning. It is clarified that the implementation of the present order shall be subject to the proceedings filed by the Transferor Company 1 and Transferee Company before the High Court of Judicature at Bombay. - COMPANY PETITION NO. 11 of 2016, COMPANY APPLICATION NO. 386 of 2015 - Dated .....

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pany or Transferor Company 2 ) with Roha Eco Energy Private Limited (herein after referred to as REPL or Transferee Company ) and their respective shareholders and creditors ( Scheme ) under Sections 391 to 394 of the Companies Act, 1956, along with the corresponding provisions of Companies Act, 2013. 2. The Transferee Company and the Transferor Company are part of the same management group. The amalgamation of Transferor Company - 1 and Petitioner Transferor Company into Transferee Company will .....

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out that vide the order dated 22nd December, 2015 passed in the Company Application No. 386 of 2015, the meetings of the Equity Shareholders were dispensed with in view of the written consent letters of all the Equity Shareholders. The meetings of the Secured Creditors were dispensed with in view of the fact that there are no Secured Creditors. The meeting of the Unsecured Creditors were dispensed with in view of the fact that there is no Arrangement and/or compromise with the Unsecured Creditor .....

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the Government gazette was dispensed with. 5. Notice of the petition has been served upon the Regional Director (Western Region) Registrar of Companies in response to which Shri. Devang Vyas, Assistant Solicitor General of India has filed his appearance in the petition and affidavit dated 11th April, has been filed by the Regional Director, North - Western Region, Ministry of Corporate Affairs. 6. In the above affidavit, the Regional Director has, inter alia, made the following observations: a) .....

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al, learned advocate for the petitioner submitted that through inadvertence a typographical error had occurred and instead of 552 the figure 5528 has been typed. It is submitted that the Board of the Petitioner Company has also passed a resolution dated 18th March, 2018 noting the mistake and, thereafter, approving the change. 2. In response to the second observation made on the behalf of the Income Tax Department, it is submitted that the petitioner company undertakes to comply with the provisi .....

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obtained investigation report dated 22.03.2016 from M/s. TR Chadha & Co., Chartered Accountants, who submitted such investigation report after scrutinizing the books of accounts and affairs of the Petitioner Transferor Company. 5. In the above Report, the Official Liquidator has, inter alia, made the following observations: a. In Para 16 of the Report filed by the Official Liquidator it is submitted that Clause 12 of the Scheme should be amended so as to make it applicable to all employees i .....

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ds all permanent employees read as all employees 7. In response to the second observation it is submitted by Ms. Raval that the Petitioner Company shall comply with the requirements of Section 396A of the Companies Act and, accordingly, will preserve its books of account, papers and records. 8. The Official Liquidator, after examining the details and the comments offered by the Chartered Accountants, has opined that in view of the report of the Chartered Accountants, the affairs of the Petitione .....

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t been conducted in a manner prejudicial to the interest of its members or to the public interest, in the opinion of this Court there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on perusal of the Scheme, it appears to be fair and reasonable and is not violative of any provisions of law, or contrary to public policy. The Amalgamation under the proposed Scheme appears to be in the interest of the companies .....

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