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2016 (5) TMI 519 - GUJARAT HIGH COURT

2016 (5) TMI 519 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Sanction to the present Scheme of Arrangement approved by a majority of statutory requirement. - COMPANY PETITION NO. 78, 79 of 2016, COMPANY APPLICATION NO. 374, 375 of 2015 - Dated:- 4-5-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MR NAVIN PAHWA FOR THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. The present petitions are filed .....

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he meetings of the Secured Creditors and Unsecured Creditors of the petitioner company. By an order dated 07.12.2015, passed in Company Application No.374 of 2015, this Court ordered the dispensation of the meeting of the Equity Shareholders, while issuing directions for convening the meetings of the Secured Creditors and Unsecured Creditors of the petitioner, to be held on 11.01.2016, at the registered office at 11:00 AM for Secured Creditors and 12:00 noon for Unsecured Creditors respectively. .....

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AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad380015 on 10.2.2016. This Court vide order dated 01.02.2016, allowed O.J.M.C.A. No. 10 of 2016. 4. It is submitted on behalf of the petitioner that as directed by this Court, both the meetings were initially held on 11.1.2016 which were adjourned to 10.2.2016. It is further submitted on behalf of the petitioner company that individual notices came to be issued to all the Secured Creditors and the Unsecured Creditors of the petitioner compan .....

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or through proxy, in their respective meetings, have approved the Scheme of Arrangement by a majority above the statutory requirement. 5. Excellent Glass and Ceramic Private Limited, the Resulting Company, filed Company Application No.375 of 2015, seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company. The Petitioner further submitted that there are no Secured Creditors of the petitioner company. By an order dated 07.12.2015, passed in .....

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n of the notice of the petition in the English daily newspaper Indian Express and the Vernacular daily newspaper Financial Express , having circulation in Ahmedabad. 8. It is submitted that pursuant to the order dated 4.3.2016, the petitioners have published the notices of the petitions in Gujarati daily newspaper Financial Express and the English daily newspaper Indian Express , having circulation in Ahmedabad, on 16.03.2016. The authorized Directors of both the companies have filed separate af .....

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hedule of Properties of the Demerged Company. The fourth observation made by the Regional Director is with regard to the comments from the Income Tax Department. It is stated in the report that the petitioner Company may be directed to undertake compliance of the Income Tax Act and Rules. 10. In response to the affidavit of the Regional Director dated 27.04.2016, the petitioner Resulting Company has filed an affidavit dated 02.05.2016 giving its response to the observations of the Regional Direc .....

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he observation. It is submitted that Accounting Standard14 is applicable only in case of Amalgamation and not in case of demerger, as is envisaged in the present Scheme. It is thus submitted that in view of the above, this observation made by the Regional Director is wholly misconceived. In this regard, the petitioner has relied upon the decision of this Court in the case of Gallops Realty Private Limited, reported in (2009) 150 Comp Cases 596. 11. With reference to the second observation, it is .....

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roperties with the Registry of this Court only after the Scheme is sanctioned by this Court. Without prejudice, the petitioner has produced a copy of the Schedule of Properties of the Demerged Company, which will be transferred to the Resulting Company, along with the affidavit. 13. With reference to fourth observation, it is submitted on behalf of the petitioner companies that the Income Tax Department has not made any adverse comments. It is further submitted that as per the observation of the .....

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