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IN RE : KHANDWALA ENTERPRISE PRIVATE LIMITED

2016 (6) TMI 902 - GUJARAT HIGH COURT

Scheme of Arrangement in the nature of Demerger and Transfer of Investment Business - Held that:- This court is of the view that that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. No directions are required to be issued to the petitioner company. This court is of the view that based on the material on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well .....

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, which is taken on record. 2. This is a petition filed by the Petitioner Resulting Company for sanction of a Scheme of Arrangement in the nature of Demerger and Transfer of Investment Business of SPS Share Brokers Private Limited, the Demerged Company to Khandwala Enterprise Private Limited, the Petitioner Resulting Company, under Section 391 to 394 of the Companies Act, 1956. It has been submitted that the Demerged Company having its registered office at Mumbai has taken out the requisite proc .....

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rged company to demerge and transfer its Investment Business Division to Khandwala Enterprise Private Limited, the Resulting Company, which has been engaged in similar activities. The petitions give in details the benefits envisaged due to the scheme. 4. It has been pointed out that vide the order dated 22nd April 2016 passed in the Company Application no. 187 of 2016, the meeting of the Equity Shareholders of the petitioner company was dispensed with in view of the written consent letters place .....

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s now placed on record the approval to the proposed Scheme from its sole Secured Creditor. 5. The substantive petition was then filed and admitted vide order dated 28th April 2016. The public notices for the same were duly advertised in the newspapers Indian Express English daily and Sandesh , Gujarati daily, both Ahmedabad edition dated 12th May 2016. The publication in the Government gazette was dispensed with. Affidavit dated 16th May 2016 confirm the same. No one has come forward with any ob .....

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Region, Ministry of Corporate Affairs, whereby some observations are made. 7. The attention of this court is drawn to the Additional Affidavit dated 13th June 2016, filed by Mr. Amit B. Modi on behalf of the petitioner company. The said Additional Affidavit provides requisite explanations for the observations made by the Regional Director. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the peti .....

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invite their objections, if any. Since no response is received during the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs, it can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner company agrees to comply with the applicable provisions of the Income Tax Act and rules. (iii)It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed .....

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