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IN RE : TRANSGLOBE INDUSTRIES PRIVATE LIMITED

2016 (4) TMI 1017 - GUJARAT HIGH COURT

Scheme of Arrangement in the nature of Amalgamation - Held that:- This Court considers that the observations made by the Regional Director, Ministry of Corporate Affairs, have been redressed satisfactorily. It appears 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, therefore, the same deserves to be sanctioned. The modification sought regarding the amendment of the Scheme with regard to clause 1.2 .....

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paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. Cost of ₹ 7,500/be paid to the Office of the Official Liquidator, by the Transferor Company. - COMPANY PETITION NO. 36, 37 of 2016, COMPANY APPLICATION NO. 23, 24 of 2016 - Dated:- 21-4-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVT. STANDING COUNSEL FOR MR DEVANG VYAS, ADDL. SOLICITOR GENERAL OF INDIA ORAL ORDER 1. These petitions ha .....

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eal Estate Construction and Development including development of residential and commercial properties. The amalgamation is proposed in order to achieve synergic benefits arising due to consolidation of the entities. The petitions give, in details the benefits envisaged due to the Scheme. 3. It has been pointed out that vide the order dated 19th January 2016 passed in the Company Application no. 23 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor company .....

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were filed and were admitted vide order dated 28th January 2016. The public notices for the same were duly advertised in the English daily newspaper Indian Express and the Gujarati daily newspaper Sandesh , both Surat editions, dated 11th February 2016. The publication in the Government gazette was dispensed with. Affidavits dated 17th February 2016, confirm the same. No one has come forward with any objections to the said petitions even after the publication. This aspect has been further confi .....

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y to preserve the books of accounts and records of the Transferor Company for a period of eight years from the date of the sanctioning of the Scheme and not to dispose off the same without the prior permission of the Central Govt. The Petitioner companies are, accordingly, directed to preserve the books and records of the Transferor Company for a period of eight years from the date of the sanctioning the Scheme and not to dispose off the same without the prior permission of the Central Govt. It .....

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itted on behalf of the petitioner company that the same is not relevant to the sanction of the Scheme as under the Scheme, all the liabilities of the Transferor Company shall be the liabilities of the Transferee Company. However, in the given case, it has been confirmed that the said outstanding amount of Service Tax shall be paid in due course, as per relevant applicable laws. 7. Similarly, the attention of the court is drawn to paragraph 13 of the report of the Official Liquidator. It is repor .....

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Scheme, the Board of Directors have passed the requisite resolution dated 13th April 2016. Copies of these Resolutions are placed on record alongwith the Common Additional Affidavit dated 19th April 2016. The petitioner companies have prayed to grant such amendment to the Scheme and clause 1.2 of the proposed Scheme to be amended by replacing the words, 1st day of April 2016 in place of 16th day of March 2016 . Considering the above facts and circumstances, the said amendment is hereby granted a .....

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servations are made. 9. The attention of this court is drawn to the Common Additional Affidavit dated 19th April 2016, as filed by Mr. Bharatkumar J. Patel, on behalf of the Petitioner Companies, which provides requisite explanations for the issues raised by the Regional Director. The observation of the Regional Director made vide paragraph 2(c) pertains to letter dated 16th February 2016, sent by the Regional Director to the Income Tax Department inviting their objections, if any. Since the sta .....

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n the office of the Registrar of Companies and there are no other objections to the Scheme. 10. Heard Smt. Swati Saurabh Soparkar, learned advocate for the petitioner companies as well as the learned counsel appearing for the Central Government. Considering all the above facts and circumstances and taking into account the contentions raised by the affidavits and counter affidavits, and the submissions advanced during the course of hearing, this Court considers that the observations made by the R .....

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