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2016 (6) TMI 806 - GUJARAT HIGH COURT

2016 (6) TMI 806 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The present scheme of amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. The Scheme is hereby sanctioned. - COMPANY PETITION NO. 93 of 2016 In COMPANY APPLICATION NO. 44 of 2016, COMPANY PETITION NO. 94 of 2016, COMPANY APPLICATION NO. 45 of 2016, COMPANY PETITION NO. 96 of 2016, COMPANY APPLICATION NO. 47 of 2016 - Dated:- 16 .....

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mbience Limited with Marg Trading Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management and are not operative for some time. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation and integration of their resources shall help to reduce the operative and administrative costs and thus be beneficial for the T .....

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ers, the Hon ble court directed all the three Transferor Companies to convene the meetings of the Unsecured Creditors of the respective companies for the purpose of obtaining their approval to the proposed scheme. Pursuant to the directions, meetings of the unsecured creditors of all the three Transferor Companies were duly convened and held on 5th March 2016 and the Scheme was approved unanimously by all the unsecured creditors, present and casting valid votes at the three respective meetings. .....

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placed on record. There are no Secured Creditors of the Transferee Company. 5. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 23rd March 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being Indian Express , English daily and Gujarat Samachar , Gujarati daily both Ahmedabad editions of 8th April 2016 and the publication in the Government gazette was dispensed with as directed in the said order .....

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countant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Companies have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor companies may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to be issued to preserve the books of accounts, .....

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e applicable provisions of law and shall not be absolved from any of their statutory liabilities. 7. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned additional solicitor general. An affidavit dt. 1st June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The att .....

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equire any response. (ii) The observation made vide para 2(d) pertains to the discrepancy in the addresses of the Registered Offices of the petitioner companies, as mentioned in the Scheme and the petitions vis a vis the said information on MCA Portal. It is hereby respectfully submitted that the same is result of an unintentional error and the petitioners have no intention to mislead the Hon ble court. Since the addresses mentioned in the scheme and the petitions are correct ones, the petitione .....

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. (iii) The observation of the Regional Director made vide para 2(e) pertains to the lapse on the part of Amtrex Ambience Limited, one of the Transferor Companies with regard to filing of the Annual Accounts for the financial years ended on 31st March 2014 and 31st March 2015. It has been submitted that the said company has already filed the financial statement as on 31st March 2015 and is in the process of filing the same as on 31st March 2014, which is delayed due to some technical reasons. Th .....

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t clause 10 (i) of the Scheme has already envisaged the compliance of the aforesaid standard and the treatment proposed under clause 10(iv) is not in contravention of the said standard. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend. In this regard, it has been pointed out and reliance has been placed on the decision of the Hon ble Division Bench of the Gujarat High Court in O. J. Appeal No. 33 of 201 .....

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has been received in case of the Transferee Company and the proposed amalgamation is found in conformity with Section 2 (1B) of the Act and there is nothing adverse with regard to the loss of revenue. Since no reply is received from the said department within the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs, for the Transferor Companies, it can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. T .....

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osed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 10th June 2016, and considering the Judgment relied upon, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come .....

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