TMI Blog2016 (7) TMI 977X X X X Extracts X X X X X X X X Extracts X X X X ..... ITION NO. 146 of 2016 In COMPANY APPLICATION NO. 142 of 2016 TO COMPANY PETITION NO. 147 of 2016 In COMPANY APPLICATION NO. 143 of 2016 - - - Dated:- 15-7-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MR TUSHAR P HEMANI, ADVOCATE, MS VAIBHAVI K PARIKH, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, ADVOCATE for DEVANG VYAS, ADVOCATE ORAL ORDER 1. The captioned are the petitions filed by three Companies viz. Kalthia Investment Private Limited, R. L. Kalthia Engineering And Automobiles Private Limited and Kalthia Engineering And Construction Limited, for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Amalgamation between Kalthia Investment Private Limited and R. L. Kalthia Engineering And Automobiles Private Limited viz. the Transferor Companies and Kalthia Engineering And Construction Limited viz. the Transferee Company and Restructure of Capital of Kalthia Engineering and Construction Limited proposed under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. 2. All the three petitions being necessarily interconnected, they were heard together and are considered simultaneously by this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... geous and beneficial in more than one way to the Companies, their shareholders and creditors. 5. It has been pointed that vide an order dated 11th April, 2016 passed in Company Application No. 141 of 2016, filed by Kalthia Investment Private Limited, the First Transferor Company, meeting of the Equity Shareholders, sole Unsecured Loan Creditor and sole Unsecured Trade Creditor were dispensed with in view of the written consent letters from all its shareholders and sole unsecured loan and trade creditor, approving the proposed scheme and confirmation of the same by a certified Chartered Accountant, being placed on record. There are no Secured Creditors of the First Transferor Company. 6. Similarly, in case of R. L. Kalthia Engineering and Automobiles Private Limited, the Second Transferor Company vide an order dated 11th April, 2016 passed in Company Application No. 146 of 2016, meeting of the Equity Shareholders and sole Unsecured Loan Creditor were dispensed with in view of the written consent letters from all its shareholders and sole unsecured loan creditor, approving the proposed scheme and confirmation of the same by a certified Chartered Accountant, being placed on reco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... azette was dispensed with as directed in the said orders. Affidavit dated 16th June, 2016 confirms the same. Pursuant to the said publication in the newspapers, no objections were received either by the petitioners or its advocates. The said fact has been confirmed vide an additional affidavit dated 13th July, 2016. 10. Notice of the petitions has been served upon the Official Liquidator for the two Transferor Companies. The respective reports dated 7th July, 2016 have been filed by the Official Liquidator after taking into account the respective reports of the Chartered Accountant appointed by him out of the panel. (i) It has been observed by the Official Liquidator that the Scheme should be applicable to all the employees instead of all permanent employees . In response to the said observation, the learned counsel for the Transferor Companies submitted that the employees other than permanent employees that are employed by the Transferor Companies are as per the contractual obligations and therefore cannot be absorbed by the Transferee Company as the validity of the contract is for a specific period. In any case, the employees other than the permanent employees are automa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , filed by Shri Hitesh Kalthia, Director of all the three Companies, whereby the observations raised by the Regional Director have been dealt with. This Court has heard submissions advanced by Mr. Kshitij Amin, learned counsel appearing for the Central Government and Ms. Vaibhavi Parikh, learned advocate appearing for the Petitioners on the said observations; (i) The observation made vide paragraph nos. 2(a) and 2(b) of the affidavit of the Regional Director refers to the factual position and requires no response. (ii) The observation of the Regional Director made vide paragraph no. 2(c) pertains to the circular dated 15th January, 2014 issued by Ministry of Corporate Affairs with respect to inviting objections, if any from the Income Tax Department. A letter dated 18th May, 2016 was sent to the Chief Commissioner of Income Tax, Ahmedabad, Gujarat inviting specific comments of the Income Tax Department about the proposed scheme. Pursuant to the letter by the Directorate, the Income Tax Officer, Ward3( 1) (3), Ahmedabad vide letter dated 17th June, 2016 stated that as per the record of the Incometax Department an amount of ₹ 9,67,661/- has to be recovered from the Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e view that based on the material on record it can be concluded that the present Scheme of Arrangement in the nature of Amalgamation is in the interest of the Shareholders and Creditors of all the three companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned. 14.The Reduction of Issued, Subscribed and Paid up share capital of the Transferee Company viz. Kalthia Engineering and Construction Limited as envisaged under Clause 15 of the Scheme is specifically granted. Prayers in terms of Paragraph No. 15(a) of the Company Petition Nos. 145 and 146 of 2016 for the Transferor Companies viz. Kalthia Investment Private Limited and R. L. Kalthia Engineering and Automobiles Private Limited and prayers made in terms of Paragraph Nos. 17(a) and 17(b) as well as the Minutes under Section 103(1) of the Companies Act, 1956 in terms of Paragraph 14 of the Company Petition No. 147 of 2016 for the Transferee Company viz. Kalthia Engineering and Construction Limited are hereby granted. 15.The petitions are disposed off accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, I quant ..... X X X X Extracts X X X X X X X X Extracts X X X X
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