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2016 (5) TMI 643 - GUJARAT HIGH COURT

2016 (5) TMI 643 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Having heard Mr.Navin K. Pahwa, learned Counsel for the petitioner companies, Mr.Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the report of the Regional Director and the report of the Official Liquidator, the reply filed on behalf of the Petitioner Transferee Company and having consi .....

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etitioner Transferor company is also directed to ensure all statutory compliance. The cost of these petitions are determined at ₹ 7,500/each payable to Shri Devang Vyas, learned Assistant Solicitor General of India and ₹ 7,500/to the Official Liquidator in the case of the Transferor Company. - COMPANY PETITION NO. 76, 77 of 2016, In COMPANY APPLICATION NO. 318, 319 of 2015 - Dated:- 2-5-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR NAVIN K PAHWA FOR THAKKAR AND PAHWA ADVOC .....

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f the Equity Shareholders and to convene the meetings of the Secured Creditors and Unsecured Creditors of the petitioner company. By an order dated 27.10.2015, passed in Company Application No.319 of 2015, this Court directed the dispensation of the meeting of the Equity Shareholders while directing convening of the meetings of the Secured Creditors and Unsecured Creditors. 3. Thereafter, the petitioner filed Misc. Civil Application (OJ) No.209/2015, seeking modification of the order dated 27.10 .....

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nt in writing, in approval of the Scheme, the meeting of the Secured Creditors be dispensed with. 4. The petitioner company has placed on record a copy of the Chairman's Report dated 16.12.2015, supported by his affidavit of even date, in respect of the meeting of the Unsecured Creditors held on 10.12.2015. The Chairman's Report would show that the meeting of the Unsecured Creditors of the petitioner was held on 10.12.2015, as ordered by this Court and further that the Unsecured Creditor .....

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dispensation of the meeting of the Equity Shareholders, while directing the convening of the meetings of the Secured Creditors and Unsecured Creditors. 6. Thereafter, the petitioner filed Misc. Civil Application (OJ) No.208/2015, seeking modification of the order dated 27.10.2015, passed by this Court in Company Application No.318/2015, to the extent of directions issued pertaining to the meeting of the Secured Creditors. By an order dated 23.12.2015, this Court ordered the omission of the dire .....

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ffidavit of even date, in respect of the meeting of the Unsecured Creditors held on 10.12.2015. The Chairman's Report would show that the meeting of the Unsecured Creditors of the petitioner was held on 10.12.2015, as ordered by this Court and further that the Unsecured Creditors present in the meeting, in person or through proxy, have unanimously approved the Scheme of Amalgamation. 8. The petitioners, thereafter, tiled Company Petitions Nos.76 and 77 of 2016, seeking the sanction of the Sc .....

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.03.2016, the petitioners have published the notices of the petitions in the Gujarati Daily newspaper Sandesh and the English Daily newspaper 'Times of India , having circulation in Vadodara, on 18.03.2016. The authorized directors of both the companies have filed affidavits dated 28.03.2016, in support of the publication of the advertisements. 11. In response to the notice issued, the Regional Director has filed a common affidavit dated 4.4.2016, making only two observations. The first obse .....

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ort is a composite report which contains all the workings. It is submitted that there are no separate working sheets as is mentioned by the Regional Director. It is further submitted that the share exchange ratio has already been approved by the Equity Shareholders and the Scheme, as a whole, has also been approved by the Equity Shareholders and the Creditors. 13. With regard to the second observation, it is submitted on behalf of the petitioner companies that the report of the Regional Director .....

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two observations. The first observation is to seek directions from this Court to the petitioner Transferor company to preserve its books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government, as per the provisions of Section 396 (A) of the Companies Act, 1956. The second observation seeks to ensure that the petitioner company makes statutory compliance of all applicable laws. 15. Having heard Mr.Navin K. Pahwa, learned Counsel for t .....

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