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2016 (8) TMI 392 - GUJARAT HIGH COURT

2016 (8) TMI 392 - GUJARAT HIGH COURT - TMI - Scheme of arrangement between Composite Scheme of Arrangement - Held that:- The observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitioner company have not 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 Arran .....

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s, secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. - It is ordered that as required under section 396A of the Companies Act, 1956, the transferor companies shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. - The petition is disposed of accordingly. So .....

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Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. - COMPANY PETITION NO. 226 of 2016 In COMPANY APPLICATION NO. 230 of 2016 With COMPANY PETITION NO. 227 of 2016 In COMPANY APPLICATION NO. 228 of 2016 TO COMPANY PETITION NO. 228 of 2016 In COMPANY APPLICATION NO. 229 of 2016 - Dated:- 5-8-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS KALPANAK RAVAL, ADVO .....

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6 and corresponding provisions of Companies Act, 2013. 2. Since the three petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 3. It is submitted that the Scheme would result in the best interests of the shareholders, creditors, employees and all other stakeholders of the Transferor Companies & Transferee Company. Further it would result in enhancement of shareholder value and operational efficiencies, benefit of scaling up, gr .....

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e written consent letters of all the Equity Shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors of the Transferor Company 1 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 1 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 n .....

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d 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 2 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. 6. With respect to the Transferee Company, it has been pointed out that vide the order dated 3rd May, 20 .....

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itioner Company and the individual notices were sent to the Secured Creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferee Company 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. 7. The Company Petition Nos. 226 to 228 of 2016 were admitted by this Court vide orders dat .....

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ward with any objection to the said petitions even after the publication. 8. Notice of the petition has been served upon the Central Government through the Regional Director. A common affidavit dated 26th July, 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North- Western Region, Ministry of Corporate Affairs. 9. In the above affidavit, the Regional Director has, inter alia, made the following observations: a. In para 2(d) of the Affidavit filed by the Regional Director .....

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0. 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 3rd August, 2016 has undertaken to make disclosures in the first financial statements of the petitioner Transferee Company after the scheme being sanctioned and that the such reserve shall not be available for distribution of dividend. 11. Further, the Transferee Company vide an affidavit on .....

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een 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. 14. In response to the notice issued by this Court, the Official Liquidator, in his Affidavit in Reply dated 2nd August, 2016, filed in Company Petition No. 227 to 228 of 2016 in Paragraph 20 it is stated that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of .....

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s 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 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 c .....

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