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2016 (6) TMI 856 - GUJARAT HIGH COURT

2016 (6) TMI 856 - GUJARAT HIGH COURT - TMI - 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. - COMPANY PETITION NO. 113 of 2016 In COMPANY APPLICATION NO. 115 of 2016 With COMPANY PETITION NO. 114 of 2016 In COMPANY APPLICATION NO. 114 of 2016 - Dated:- 17-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MR TUSHAR P HEMANI, ADVOCATE, MS VAIBHAVI K PARIKH, ADVOCATE FOR THE RESPONDENT : MR KSHITI .....

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bhavi Parikh, learned advocate for the petitioner companies submitted that N. Desai Enterprises (India) Private Limited, the Transferor Company is a private limited company and presently engaged in the wholesale trading business of paper and paper board. N. Desai Papers Private Limited, the Transferee Company is a private limited company and presently engaged in the wholesale trading business of paper and paper board. 3. It has been further pointed out that both the Companies in the Scheme of Am .....

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t is perceived that the proposed merger shall be advantageous and beneficial in more than one way to the Companies, their shareholders and creditors. 4. It has been pointed that vide order dated 30th March, 2016 passed in Company Application No. 115 of 2016, filed by N. Desai Enterprises (India) Private Limited, the Transferor Company, meeting of the Equity Shareholders and sole Unsecured Creditor were dispensed with in view of the written consent letters from all its shareholders and sole credi .....

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n consent letters from all its shareholders, approving the proposed scheme and confirmation of the same by the certified Chartered Accountant, being placed on record. The meeting of the Creditors of the Transferee Company was dispensed with accepting the contention that rights and interests of these creditors are not being adversely affected due to the proposed scheme. 6. The substantive petitions for the sanction of the scheme were filed by both the Companies which were admitted on 13th April, .....

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ated 11th June, 2016. 7. Notice of the petitions have been served upon the Central Government and Shri Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India on behalf of the Central Government. An affidavit dated 6th June, 2016 has been filed by Shri Shambhu Kumar Agarwal, the Regional Director, Ministry of Corporate Affairs, NorthWestern Region, whereby several observations are made. 8. The attention of this cou .....

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Director refers to the factual position and requires no response. (ii) The next observation made vide paragraph no. 2(d) of the affidavit pertains to absorbing the permanent employees of the Transferor Company by the Transferee Company as envisaged in the Scheme and amend Clause 12 of the Scheme accordingly. In response to the said observation, the learned counsel for the Petitioner Companies submitted that the employees other than permanent employees that are employed by the Transferor Company .....

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ployees by the Transferee Company. The Clauses 4.11(b) and 10 of the Scheme clearly envisages that all the agreement/contracts shall continue in full force and effect in favour of the Transferee Company and therefore, it is not required to amend Clause 12 of the Scheme. It is further clarified that the Transferee Company undertakes to absorb all the employees of the Transferor Company upon scheme coming into effect and therefore no directions are required to be issued. (iii) The observation of t .....

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e applicable provisions of the Income Tax Act, 1961 and Income Tax Rules, 1962. In view of the same, no further directions are required to be issued to the Petitioner Companies in this regard. (iv) Vide observation made in paragraph 2(e), it has been observed by the Regional Director that there are no complaints against the Petitioner Companies including any complaint/ representation against the Scheme of Amalgamation. It has also been observed by the Regional Director that the proposed Scheme o .....

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t the Transferor Company may be directed to preserve the books of accounts, papers and records and not to dispose of the records without prior permission of Central Government as per the provision of Section 396(a) of the Companies Act, 1956. It has been assured by the Transferor Company vide its additional affidavit dated 11th June 2016 to ensure statutory compliances of all applicable laws and it shall not be absolved from any of its statutory liability. 10. Considering all the facts and circu .....

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