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2016 (6) TMI 705 - GUJARAT HIGH COURT

2016 (6) TMI 705 - GUJARAT HIGH COURT - TMI - Scheme of Demerger - 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, the reply filed on behalf of the petitioner Demerged Company and having considered the Scheme of Arrangement together with re .....

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itioner Transferor Company shall ensure statutory compliance of all applicable laws. It is also observed that the sanction of the present Scheme would not absolve the company from any of its statutory liability, if applicable. - COMPANY PETITION NO. 441, 442, 443 of 2015, COMPANY APPLICATION NO. 294, 295, 296 of 2015 - Dated:- 16-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. The present petitions .....

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quity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner company. This Court vide order dated 30.9.2015 passed in Company Application No.294 of 2015 directed convening of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner to be held on 5.11.2015 at the registered office address of petitioner at 11:00 AM and 12:00 noon respectively. This Court appointed Mr.Vishnubhai G. Chauhan, Director, failing him Shri Prade .....

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xy, in their respective meetings, have unanimously approved the Scheme of Arrangement. 4. Vintron Infrastructure and Projects Private Limited, the Transferor Company, filed Company Application No.295 of 2015 seeking dispensation of the meeting of the Equity Shareholders on the ground that consent of all the Equity Shareholders, in writing, has been obtained and produced on record while seeking directions to convene the meeting of the Unsecured Creditors. It is reported that there are no secured .....

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is submitted on behalf of the petitioner that as directed by this Court, the meeting of Unsecured Creditor of the petitioner was held on the given date and time. The petitioner filed the Chairman Report with the Registry of this Court supported by his affidavit. A perusal of the Chairman Report would disclose that the unsecured creditors present in person or through proxy, in the meeting, have unanimously approved the Scheme of Arrangement. 6. Vernes Infotech Private Limited, the Resulting Comp .....

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to be held. 7. The petitioners, thereafter, filed Company Petition Nos.441, 442 and 443 of 2015, seeking sanction of the Scheme of Arrangement. 8. By separate orders dated 4.1.2016, this Court admitted the petitions and directed, issuance of notice to the Regional Director. This Court also directed publication of notice of petition in English Daily Indian Express and Vernacular daily Sandesh , having circulation in Ahmedabad. By a subsequent order dated 8.2.2016 passed by this Court in O.J.C.A. .....

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nse to the notice issued, the Regional Director has filed a common affidavit dated 27.4.2016 making five observations. The first observation made by the Regional Director is with regard to the business of the Demerged Company. The second observation made by the Regional Director is with regard to a typographical error made in mentioning Clause 28 in the Scheme. The third observation made by the Regional Director is with regard to the observations of SEBI. The fourth observation made by the Regio .....

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ioner company has given financial assistance to certain companies engaged in the infrastructure business. The financial assistance so granted is considered to be for the purpose of infrastructure business and is accordingly described as the infrastructure Division of the Demerged Company. It is further submitted that the Shareholders of the Company and all other class of persons have already approved the Scheme. It is thus submitted that the observation made by the Regional Director is not susta .....

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xchange sent the observations vide letter dated 2.7.2015. The Board of Directors of the petitioner company considered the observations and submitted revised draft scheme together with the undertaking required by the Bombay Stock Exchange along with letter dated 15.7.2015. The petitioner has placed a copy each of the correspondence exchanged with Bombay Stock Exchange at Annexures-D, E and F to the petition. It is further submitted that despite the compliance made by the petitioner to all the obs .....

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petitioner has in fact complied with all the observations of SEBI/ BSE. it is further submitted that upon receipt of the reply of the petitioner along with letter dated 15.7.2015, there is in fact no effective observation made by SEBI. 15. It is further stated in the affidavit that the petitioner has already modified the Scheme and also made necessary disclosures in the Scheme in terms of the observation made by SEBI/ BSE and the modified Scheme together with the necessary disclosures was circu .....

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e petitioner company has complied with these circulars. This aspect is also stated in the memo of petition and in the affidavit filed in response to the Report of the Regional Director. The circular mandates a listed company to forward a copy of the Draft Scheme to the SEBI through the BSE. The circular further provides that the observations of SEBI, if any, are required to be circulated amongst the members and also be placed before this Court at the time of sanction of the Scheme. There is no r .....

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this regard does not survive. 17. With reference to fourth observation, it is submitted on behalf of the petitioner companies that the Demerged Company is required to submit the Schedule of Properties with the registry of this Court only after the Scheme is sanctioned by this Court. The petitioner company undertakes to tile the Schedule of Properties of the Demerged Undertaking with the registry of this Court immediately after sanction to the Scheme is granted by this Court. 18. With reference .....

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he 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 this Court to direct the petitioner to preserve its books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government u/s. 396-A of the Companies Act, 1956. The Official Liquidator has further requested to direct the petitioner transferor company to ensure that the s .....

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ments on record, the Court finds it appropriate to grant sanction to the present Scheme of Arrangement. 21. In view of the above, the Scheme of Amalgamation is sanctioned. The petitioners are permitted to correct the Clauses No.38 to Clause No.28. It is, however, directed that the petitioner Transferor Company shall preserve its books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396-A of the Companies .....

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