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2016 (6) TMI 1022 - GUJARAT HIGH COURT

2016 (6) TMI 1022 - 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 and the same is hereby sanctioned. - Prayers in terms of paragraph 16(a) of the Company Petitions no. 117, 118 and 119 of 2016 for the petitioner Companies are hereby granted. - COMPANY PETITION NO. 117 of 2016 In COMPANY APPLICATION NO. 95 of 2016 Wi .....

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Brands and Retail Limited, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of two Transferor Companies viz. Arvind Brands Limited and Asman Investments Limited with Arvind Brands and Retail Limited, proposed under Sections 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 engaged in commercial activities which are similar in nature and complimentary to each other. The Board .....

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all the three Companies were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured Creditors of these Companies. 4. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 18.4.2016. 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 Ahmed .....

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d by the Official Liquidator after taking into account the respective reports of the Chartered Accountant 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. Howeve .....

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cted that even after the scheme is sanctioned, the Transferor Companies shall comply with all the applicable provisions of law and shall not be absolved from any of their statutory liabilities. 6. Notice of the petitions have been served upon the Central Government and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned Assistant Solicitor General for the Central Government. An affidavit dated 1.6.2016 has been filed by Mr. Shambhu Kumar Agarwa .....

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s as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) The observation made vide para 2(c) pertains to the compliance of guidelines of Reserve Bank of India with regard to NBFCs by Asman Investments Limited. In this regard, it has been submitted that though the said Company is engaged in the business of investment, it is not a registered NBFC at present. Vide an order dated 29.12.2011, passed by Gujarat H .....

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cord a copy of the said order dated 24.3.2014 which confirms the aforesaid submission. In view of the same, the petitioner Company is not required either to comply with the guidelines issued by RBI nor required to obtain any NOC from the RBI. In light of the same, it is not necessary to issue any directions in this regard. (iii) The observation of the Regional Director made vide para 2(d) pertains to the letter dated 27.4.2016 sent by the Regional Director to the Income Tax Department to invite .....

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panies in this regard. (iv) It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2(e). The Regional Director has vide observation 2(f) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner Companies and the public at large. 8. Considering all the facts and circumstances and taking into account all the content .....

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