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IN RE : ARVIND ENVISOL PRIVATE LIMITED

2016 (8) TMI 571 - GUJARAT HIGH COURT

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. 238 of 2016 In COMPANY APPLICATION NO. 59 of 2016 With COMPANY PETITION NO. 239 of 2016 In COMPANY APPLICATION NO. 60 of 2016 - Dated:- 12-8-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. These are the pe .....

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nature and complimentary to each other viz. providing environmental solutions to achieve Zero Liquid Discharge. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation of their activities shall be beneficial for rapid growth of operations of the Transferee Company. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide orders dated 16th Februar .....

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ng their approval to the proposed scheme. Pursuant to the directions, meetings of the unsecured creditors of both the Companies were duly convened and held on 26th March 2016 and the Scheme was approved unanimously by all the unsecured creditors, present and casting valid votes at the respective meetings. The reports dated 8th April 2016, alongwith the affidavit by the Chairman of the meetings of these companies have been placed on record for the result of the respective meetings. 4. The substan .....

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s to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 1st August 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dated 9th August 2016 has been filed 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 th .....

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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 Company 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, 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 .....

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Bhimani, the Authorised Officer of the Petitioner Companies, whereby all the above 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 made vide para 2(a), (b) and (c) are factual statements and do not require any response. (ii) The observation made vide para 2(d) pertains to clause 12.2 of the Schem .....

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dated 24th June 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. Since no reply is received 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 Vi .....

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ge. 8. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 1st August 2016, 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 sam .....

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