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2016 (7) TMI 623 - GUJARAT HIGH COURT

2016 (7) TMI 623 - GUJARAT HIGH COURT - TMI - Scheme of arrangement - Held that:- In response to the notice issued by this Court, the Official Liquidator, in his Affidavit in Reply 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. - In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidat .....

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ears to be in the interest of the companies and its members and creditors and, therefore deserves to be sanctioned. Accordingly, the Scheme as proposed by the petitioner companies is hereby sanctioned. The same shall be binding upon all the equity shareholders, preference shareholders, secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. - COMPANY PETITION NO. 161 of 2016 In C .....

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un Mercantile Limited (Transferor Company 3), Welspun Wintex Limited (Transferor Company 4), Goldenarch Estates Private Limited (Transferor Company 5), Welspun Infra Developers Limited (Transferor Company 6), WS Trading and Holding Private Limited (Transferor Company 7) and MGN Agro Properties Private Limited (Transferee Company) and their respective shareholders and creditors under Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 and other applicable provisions, if a .....

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pliance cost; Streamlining the group structure; Achieving operational and management efficiency and Synergies arising out of consolidation of business, such as, enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources. The petitions give in detail the benefits envisaged in the Scheme. 4. With respect to the Transferor Company 1, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application .....

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dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 5. With respect to the Transferor Company 2, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 203 of 2016 the meetings of the equity and preference shareholders of the Transferor Company 2 were dispensed with in view of the writ .....

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ent and no compromise or arrangement was offered to the Unsecured Creditors. 6. With respect to the Transferor Company 3, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 204 of 2016 the meetings of the equity and preference shareholders of the Transferor Company 3 were dispensed with in view of the written consent letters of all the equity and preference shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditor .....

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ed out that vide the order dated 27th April, 2016 passed in the Company Application No. 205 of 2016 the meetings of the equity and preference shareholders of the Transferor Company 4 were dispensed with in view of the written consent letters of all the equity and preference shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 4 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the afor .....

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of the Transferor Company 5 was dispensed with in view of the written consent letters of all the equity shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 5 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 5 was dispensed with, in view of the fact that the rights and interest of the Unsecured Credi .....

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he Secured Creditors of the Transferor Company 6 was dispensed with in view of the fact that there are no secured creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 6 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 10. With respect to the Transferor Company .....

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ursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferor Company 7 was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 11. With respect to the Transferee Company, it has been pointed out that vide the order dated 27th April, 2016 passed in the Company Application No. 209 of 2016 the meeting of the e .....

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secured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 12. It is the case of the petitioners that the scheme includes reduction of existing share capital of the Transferee Company which does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and the procedure prescribed under section 101 of the companies Act, 1956 was also dis .....

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tra , Gujarati daily, Rajkot edition on 9th May, 2016 as submitted in the affidavits dated 8th June, 2016 filed by the petitioner companies. The publication in the Government gazette was dispensed with as per the said Orders. No one has come forward with any objection to the said petitions even after the publication. 14. Notice of the petition has been served upon the Central Government through the Regional Director. A common affidavit dated 20th June, 2016 has been filed by Mr. Shambhu Kumar Ag .....

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delines of RBI and FEMA c. In para 2(d) of the Affidavit, the Regional Director has observed that the Petitioner Companies be directed by this Hon'ble High Court to comply with the provisions of Income Tax Act and Rules framed thereunder. 16. On behalf of the petitioner companies Ms. Raval has stated that in accordance with the companies Act the Transferor company will make disclosures and, the Transferee Company vide an affidavit submitted on 8th July, 2016 has undertaken to make disclosure .....

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observations made by the Regional Director stands addressed. 19. The Regional Director in his affidavit has also stated that as per the report of the Registrar of Companies there is no complaint against the Petitioner Companies. It has also been stated that Scheme of Arrangement proposed between the petitioner companies is not prejudicial to the interests of the shareholders of the petitioner companies and the public at large. 20. In response to the notice issued by this Court, the Official Liqu .....

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been conducted in the manner prejudicial to the interest of its members or to the public interest, in the opinion of this court it does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, in as much as from the material on record and on perusal of the Scheme, the scheme appears to be fair and reasonable and is not violative of any of public policy. The arrangement under the proposed scheme appears to be in the interest of the companies and its members and credi .....

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