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2016 (7) TMI 786 - GUJARAT HIGH COURT

2016 (7) TMI 786 - GUJARAT HIGH COURT - TMI - Composite Scheme of Arrangement in the nature 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. The consequential reduction of Equity Share Capital of Saumya, the Transferee Company as set out in Clause 8 of the Scheme and paragraph 11 of the petition is hereby confirmed. However, since there is no net reduction of capital, m .....

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r the purpose of obtaining the sanction of this court to a Composite Scheme of Arrangement in the nature of Amalgamation of Sarvagnya Enterprises Private Limited with Saumya Construction Private Limited, Demerger of Real Estate Undertaking of Saumya Construction Private Limited to Agnya Holdings Private Limited, amalgamation of Residue Undertaking of Saumya Construction Private Limited to Apus Investments Private Limited as well as Restructure of Share Capital of Saumya Construction Private Limi .....

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titions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide order dated 6th May 2016 passed in Co. Applications No. 239 of 2016, the meetings of the Equity Shareholders and Preference Shareholders of Sarvagnya Enterprises Private Limited, 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 and/or Unsecured C .....

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e Transferee Company, vide the respective orders dated 6th May 2016 passed in Company Applications no. 241 and 242 of 2016, the meetings of the Equity and/or Preference Shareholders as well as Unsecured Creditors of these 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. 6. Attention of the court is drawn to Clause 8 of the Scheme, whereby it is envisaged .....

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ya. Further, since the reduction results due to cancellation of shares by operation of law, it does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital and the order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act confirming the reduction. In the facts and circumstances, vide the aforesaid order dated 6th May 2016, procedure prescribed under Section 101(2) .....

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azette was dispensed with as directed in the said orders. Affidavits dt. 1st July 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 13th July 2016. 8. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor companies. The reports dated 13th July 2016 have been filed by the Official Liquidator after taking into acc .....

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to be issued to 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 Companies 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, t .....

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y of Corporate Affairs, whereby some observations are made. 10. The attention of this court is drawn to the Additional Affidavit dated 13th July 2016 filed by Mr. Noel Benjamin, the Authorised Signatory 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 m .....

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in the books of the respective Transferee Company. It has been further submitted that the said cannot be made applicable to the proposed Demerger and Accounting Treatment proposed under Clause 18.1.1, envisages that the assets shall be recorded at the respective book values in compliance with the conditions laid down under the Income Tax Act. The petitioners have further undertaken that in case of any deviation from the same, the Transferee Companies shall make requisite disclosures in its next .....

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e been placed on record alongwith the affidavit dated 13th July 2016. (iv) The observation of the Regional Director made vide para 2(f) pertains to Change of Name of the Petitioner Resulting Company, as envisaged under Clauses 24.1 of the Scheme. It has been submitted on behalf of the petitioners that the petitioner Resulting Company shall undertake the requisite procedure for ensuring the availability of the said name and further undertakes to pay applicable fees and/or charges, if any, in this .....

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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 companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. (vi) It has been further submitted that there are no complaints rec .....

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of Corporate Affairs, do not survive. I have come to the conclusion that the present Composite Scheme of Arrangement 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. The consequential reduction of Equity Share Capital of Saumya, the Transferee Company as set out in Clause 8 of the Scheme and paragraph 11 of the petition is hereby confirmed. However, since there is no net reduction of c .....

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