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IN RE : ALBUS INVESTMENTS PRIVATE LIMITED

2016 (6) TMI 1059 - GUJARAT HIGH COURT

Scheme of Arrangement in the nature of Amalgamation - Held that:- 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 11th June 2016, we are satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. The present Scheme of Arrangement is in the interest of its shareholders and creditors as well as in the pub .....

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016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL for MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. These are the petitions filed by two companies, for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Amalgamation of Sahaj Realty Private Limited, the Transferor Company with Albus Investments Private Limited, the Transferee Company .....

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. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide order dated 28th April 2016 passed in Company Application No. 212 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Company 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 this company. 4. Similarly, vide the order d .....

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ansferee Company which is held by the Transferor Company shall get cancelled on amalgamation of the Transferor Company with the Transferee Company by operation of law. This being consequential in nature is proposed as an integral part of the Scheme. Since the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital, vide the aforesaid order dated 28th April 2016, procedure prescribed under Sect .....

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nment gazette was dispensed with as directed in the said orders. Affidavits dt. 8th June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 11th June 2016. 7. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dated 17th June 2016 has been filed by the Official Liquidator after taking into .....

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o preserve the books of accounts, papers and records and not to dispose of the same without prior permission of the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor Co .....

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, whereby some observations are made. 9. The attention of this court is drawn to the Additional Affidavit dated 11th June 2016 filed by Mrs. Shefali Chintan Parikh, the Director of the Petitioner Companies, whereby the said issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b .....

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eree Company shall make requisite disclosures in its next financial statements, in accordance with the applicable provisions of law. (iii)The observation of the Regional Director made vide para 2(d) pertains to the letter dated 18th May 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. 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 Affai .....

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vation 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. 10. 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 11th June 2016, I am satisfied that the observations made by the Regional Dir .....

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