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IN RE : KAJARIA EXPORTS PRIVATE LIMITED AND OTHERS

2016 (6) TMI 139 - PUNJAB AND HARYANA HIGH COURT

Composite Scheme of Arrangement - Held that:- On consideration of all the relevant facts and the procedural requirements in terms of Section 391-394 of the Act and the relevant Rules and on due consideration of the reports of the Regional Director, Ministry of Corporate Affairs, New Delhi and the Official Liquidator, the Composite Scheme of Arrangement is hereby sanctioned and as a result thereto, the Assets and Liabilities of the Petitioner-Amalgamating Companies No.1 to 3 shall stand vested in .....

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pany. The Petitioner-Companies shall be required to comply with the procedural requirement with regard to Accounting Standard 14 issued by the Institute of Chartered Accountants of India.

The Composite Scheme of Arrangement shall be binding on the Petitioners-Companies, their respective Shareholders, Creditors and all concerned. - CP No.157 of 2015 (O&M) - Dated:- 29-4-2016 - MR. RAKESH KUMAR JAIN, J. For The Petitioner : Ms.Munisha Gandhi, Sr. Advocate, with Ms.Salina Chalana, Advoca .....

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ate Limited (Petitioner Company No.4/Amalgamated Company/Demerged Company) with Kajaria Portfolio Private Limited (Petitioner Company No.5/Resulting Company). This petition is jointly filed by all the Petitioners-Companies under Sections 391 to 394 of the Companies Act, 1956 [for short the Act ] for first and second motion. Convening of meetings of Shareholders of Petitioner-Companies No.1 to 5, Preferential Shareholders and Unsecured Creditors of Petitioner Companies No.1 to 4 were dispensed wi .....

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mitted his report dated 23.3.2016, in which he has averred that in view of the observations of the Chartered Accountant the Official Liquidator most respectfully submits that affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of its members, creditors or to the public interest. Hence in our opinion the Scheme of Amalgamation is not against the interest of the members, creditors, and public at large . Hence, the Official Liquidator has not taken an .....

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f the above facts, it is not understood as to how the value of assets and Liabilities of the Amalgamating Companies has been determined as on the Appointed Date i.e. 1.4.2015 and subsequent value of Demerged Undertaking as on 1.10.2015 and the resultant allotment of shares to the shareholders of the Demerged Company. (ii) The Amalgamating Company No.1, 2, 3 & 4 are Core Investment Companies. In this regard, it is stated that the petitioner companies have vide para 9 of their reply stated tha .....

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ations as notified by Ministry of Corporate Affairs . The Petitioners-Companies have filed in Court the counter-affidavit dated 1.4.2016 of Vigyan Deep Sharma, authorised signatory of the Petitioner-Companies to the report of the Regional Director in which the following averments have been made in para 4:- Further, the Regional Director has filed affidavit to this Hon ble Court and deponent hereby files reply as follows: - 1) It is submitted that Para 1-8 of the affidavit are general submissions .....

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nent most humbly submits that the determination of the swap ratio is solely within the purview of the shareholders and is not a submit matter of regulatory oversight. However, it is submitted that the swap ratio has in fact been determined after seeking a report of a Chartered Accountant. The Report of Fair share exchange ratio of Chartered Accountant is attached herewith and marked as Annexure A-1. The deponent further assures this Hon ble Court that all transactions have been concluded in good .....

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bed Accounting Standards and certificate from Statutory Auditor in this regard is attached herewith as Annexure A-3. 6) In response to the observations made in Para 11, it is submitted that the interests of the employees have already been taken care of in clause 26.1 of Part III of the scheme where it has been stated that all the employees of the Amalgamating Companies shall continue in amalgamated Company on existing or similar terms and conditions as to remuneration and other benefits, and wit .....

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