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IN RE : SHETH HOUSING FINANCE PRIVATE LIMITED

2016 (6) TMI 565 - GUJARAT HIGH COURT

Scheme of Amalgamation - Held that:- Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner company, Mr. Kshitij Amin, learned counsel for the Regional Director and upon perusal of the report of the Official Liquidator and the Regional Director, the reply affidavit filed on behalf of the petitioner company and having considered the Scheme of Amalgamation together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation .....

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HE RESPONDENT : MR KSHITIJ AMIN, ADVOCATE for MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. The present petition is filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of Sheth Housing Finance Private Limited with Swapna Srushti Horizon Private Limited. 2. It is submitted on behalf of the petitioner that Swapna Srushti Horizon Private Limited, the transferee company being the holding company earlier filed Company Application No.105 .....

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Equity Shareholders and Unsecured Creditors. it is reported that there are no secured creditors of the petitionercompany. By an order dated 21.3.2016 passed in Company Application No. 106 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. 4. The petitioner thereafter has filed the present petition, seeking sanction of the Scheme of Amalgamation. By an order dated 18.4.2016, this Court admitted the petition and directed issuance of notice .....

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016. In the said affidavit, it is also stated that after the publication of notices in the respective newspapers, no objections are received. 6. In response to the notice issued, the Regional Director has filed a common affidavit dated 7.6.2016 making two observations. The first observation is with regard to Clause 11 of the Scheme which provides for Accounting Treatment of Assets, Liabilities and Reserves of the Transferee Company. According to the Regional Director, the petitionercompany has n .....

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.6.2016 giving explanation to the observations of the Regional Director. With regard to the first observation, it is submitted on behalf of petitioner company that upon reading Clause 11 of the Scheme as a whole, it becomes clear that this clause is in accordance with AS14. Without prejudice, it is submitted on behalf of petitioner company that both the Companies will comply with the requirements of AS14. So far as utilization of the Reserves for the purpose of distribution of dividend is concer .....

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rse remarks are received from the Income Tax Department. Without prejudice, it is submitted that the Companies would undertake compliance of the income Tax Act and the Rules made thereunder. 9. The Official Liquidator has filed his report dated 9.6.2016. The report of the Official Liquidator confirms that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator, however, has requested t .....

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