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IN RE : HEERASONS CHEMICALS PVT LTD

2016 (7) TMI 279 - GUJARAT HIGH COURT

Scheme of Arrangement in the nature of amalgamation sanctioned - There does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfil .....

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ctive shareholders and creditors under Sections 391 and 394 of the Companies Act, 1956 and seek sanction thereof. 2. The Petitioner of Company Petition No. 188 of 2016 i.e. Heerasons Chemicals Private Limited is the Transferee Company whereas the Petitioner of Company Petition No. 189 of 2016 i.e. H L E Engineers Private Limited is the Transferor Company. Heerasons Chemicals Private Limited shall hereinafter be referred to as the Transferee Company and H L E Engineers Private Limited shall herei .....

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ut their share capital, the objects with which the companies came to be incorporated and other relevant facts. The Transferor Company is engaged inter alia in the business of developing, manufacturing, marketing, selling, purchasing, producing, protecting, procuring, processing or dealing as wholesalers, retailers, exporters, importers, consultants, stockists, liasoners, collaborators etc., of engineering equipments. The Transferee Company is engaged inter alia in the business of manufacturing, .....

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creditors of the Company in view of due consents received from them. The Transferor Company further sought directions from this Court for convening the meeting of unsecured creditors of the Company. This Court took note of the aforesaid fact and by an Order dated 16th March, 2016, dispensed with the requirement of holding the meetings of the shareholders and secured creditors of the Company and issued directions for convening the meeting of unsecured creditors of the Company. 8. The Transferee .....

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ng the meeting of the shareholders and issued directions for convening the meeting of unsecured creditors of the Company. 9. The aforesaid meetings were duly convened and the Reports accompanied by an Affidavit were filed by the respective Chairman appointed for the meetings. 10. These substantive petitions were thereafter filed, placing the Scheme of Amalgamation for consideration and sanction of this Court. 11. These petitions were admitted by orders dated 6th May, 2016. The public notices for .....

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iled by Mr. Shambhu Kumar Agarwal, Regional Director. In the said common affidavit, the Regional Director has made certain comments and observations. 13. Heard Mr. Rahul Dev, learned advocate on behalf of M/s Wadia Ghandy & Co., learned advocates for the Petitioner Companies and Mr. Devang Vyas, learned Assistant Solicitor General for the Regional Director in both the petitions and the Official Liquidator in Company Petition No.189 of 2016. 14. The Regional Director in Paragraph 2(c) of the .....

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anies to comply strictly with the requirements of Accounting Standard 14. 15. Mr. Rahul Dev has drawn this Court s attention to Paragraph 3.2 of the Additional Affidavit to point out that Clause 18(e) of the Scheme is in conformity with the Accounting Standard 14 whereby the difference between the amount recorded as share capital issued and the amount of share capital of the Transferor Company will be credited in the Reserve A/c where the amalgamation is accounted for under the pooling of intere .....

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and loss account and balance sheet of the Transferee Company in accordance with the provisions of Companies Act, 2013. 17. With respect to the next observation, the Regional Director has observed that the Scheme provides for Change of name of the Transferee Company wherein after the scheme is sanctioned the name of the Transferee Company shall be changed to M/s H L E Engineers Private Limited. The Regional Director, has according sought directions from this Court to the Transferee Company to co .....

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ional Director, no reply is received from the Income Tax department. Since the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed scheme of amalgamation. However, it is directed that the Petitioner Company shall comply with the applicable provisions of Income Tax Act and Rules. 19. In light of the submissions made on behalf of the Petitioner Companies, t .....

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189 of 2016 in Paragraph 18 stated that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of its members and they may be dissolved without the process of winding up. 22. In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the mate .....

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