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2016 (8) TMI 569 - GUJARAT HIGH COURT

2016 (8) TMI 569 - GUJARAT HIGH COURT - TMI - Scheme 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. - COMPANY PETITION NO. 171 of 2016 In COMPANY APPLICATION NO. 150 of 2016 With COMPANY PETITION NO. 172 of 2016 In COMPANY APPLICATION NO. 149 of 2016 - Dated:- 12-8-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR DEVA .....

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s belong to the same group of management. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that proposed amalgamation will result into consolidation of resources and optimum utilization of the same would be advantageous to the stakeholders of the company. Amalgamation shall be beneficial from financial as well as administrative perspective. The petitions provide the details of the benefits envisaged out of the proposed Sch .....

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sed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured and/or Unsecured Creditors of the Transferee Company. 4. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 3rd May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being Indian Express , English daily and Sandesh , Gujarati daily both Ahmedabad editions of 2 .....

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d by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of winding up. However, the Official .....

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ter the scheme is sanctioned, the Transferor company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 6. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned additional solicitor general for the Central Govt. An affidavit dt. 28th July 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, N .....

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ws: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) The observation made vide para 2 (c) of the said affidavit pertains to the absence of the working sheets for calculation of Share Exchange Ratio as worked out by M/s Mehul Khatsuriya & Associates, Chartered Accountants. In this regard, it has been submitted that both the companies are private limited companies and the shares of both the companies are held b .....

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while passing the Accounting entries upon Scheme being effective. In this regard, it has been submitted that the said issue has been settled by a series of Judgments confirming the entitlement of the petitioner company to select a particular treatment under the scheme. The petitioner companies have undertaken to make requisite disclosures in its financial statement in this regard. It has also been pointed out that the issue regarding restriction on the future use of the resultant reserves , if a .....

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ed from the said department within 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. (v) It has been further submitte .....

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egional Director, North Western Region placing on record the communications dated 27th July 2016 received from the Income Tax Dept. in response to the aforesaid letter dated 18th May 2016. Since the same has been served upon the advocate of the petitioner company on 11th August 2016, oral submissions have been made in this regard. It has been submitted by Mrs. Soparkar on behalf of the petitioners that there are no adverse remarks made by the Income Tax Dept. It has been confirmed that there are .....

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vided vide the additional affidavit dated 10th August 2016, and submissions made at the time of hearing, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme 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. 10. Prayers in terms of paragraph 16(a) of the Co .....

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