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2016 (5) TMI 663 - GUJARAT HIGH COURT

2016 (5) TMI 663 - GUJARAT HIGH COURT - TMI - Composite Scheme of Arrangement of amalgamation - Held that:- There does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. The Arrangement under the proposed Scheme appears to be in the interest of the company and th .....

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directed to lodge a copy of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. - COMPANY PETITION NO. 71 of 2016, COMPANY APPLICATION NO. 62 of 2016 - Dated:- 29-4-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MS DHARMISHTA RAVAL, ADVOCATE FOR THE RESPONDENT : MR PRIYANK LODHA FOR MR DEVANG VYAS, ADVOC .....

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holders and the rights of the Existing Shareholders are being varied under the present Scheme of arrangement in accordance with the applicable provisions of law. The Company desires to have differential class of Equity Shares which can be used for the future activities such as Employee Stock Option Plan, Divestment of Stake of the Company, etc. The Parent Company, considering the revival of the financial position of the Company, is desirous of getting amounts already written back under a Scheme .....

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tten consent letters of all the Equity Shareholders, Secured Creditors and Unsecured Creditors being placed on record. 4. The substantive petition filed by the Petitioner Company being Company Petition No. 71 of 2016 was admitted by this Court vide order dated 25th February, 2016. The public notices for the same were duly advertised in the newspapers English daily newspaper Indian Express , Ahmedabad edition and the Gujarati daily newspaper Jai Hind , Ahmedabad Edition, on 13th March, 2016 as su .....

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ntral Government Standing Counsel appears for the learned Assistant Solicitor General of India. 6. In the above affidavit, the Regional Director has, inter alia, made the following observations: a) In paragraph 2(c) of the Affidavit filed by the Regional Director it is submitted that the Hon'ble High Court may be pleased to direct the Petitioner Company to comply with the FEMA and RBI guidelines. b) In paragraph 2(e) of the Affidavit filed by the Regional Director it is submitted that the Ho .....

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mply with the provisions of the Income Tax Act and Rules. 9. It is submitted that after the issuance of the advertisements, the petitioner Company has not received any objections to the present Scheme of Arrangement, from any person. 10. It may be noted that the Regional Director in his affidavit has also stated that as per the report of the Registrar of Companies there is no complaint against the petitioner companies. 11. In view of the above discussion, the observations made by the Regional Di .....

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