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2016 (9) TMI 21 - GUJARAT HIGH COURT

2016 (9) TMI 21 - GUJARAT HIGH COURT - TMI - Scheme of demerger - Held that:- Scheme of Demerger as proposed is in the interest of the company and its members and is not otherwise prejudicial to public interest. - This Court doth hereby sanction the Scheme of Demerger set forth in the petition and this Court does hereby declare the same to be binding on the petitionerCompany and all the members and creditors of the petitionerCompany and all other concerned parties and does hereby approve the .....

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any shall within 30 days after the date signing of this order or within such other time as may be permitted by this Honourable Court cause a certified copy of the order to be delivered to the Registrar of Companies, Gujarat at Ahmedabad for registration under Section 391 of the Companies Act, 1956. - C. That any parties to the Scheme of Demerger and/or any person or persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working .....

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y for sanction of a Scheme of demerger whereby the nonfoundary undertaking of Gujarat Metal Cast Industries Limited would be transferred to Anovi Engineering private ltd. 2. It has been pointed out that this Hon'ble Court vide order dated 6.4.2016 passed in Company Application No.129 of 2016 had dispensed with the meetings of the shareholders and unsecured creditors of the petitionerCompany. It was further observed that the petitionerCompany did not have any secured creditors. It has also be .....

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Corporate Affairs, Ahmedabad whereby it is observed that the petitionerCompany may be directed to comply with the provisions of the Income Tax Act, Foreign Exchange Management Act and RBI guidelines. It has also been stated that the Petitioner company has not clearly disclosed the entire list of assets and liabilities which are proposed to be demerged and transferred to the Petitioner company. It is further stated to direct the Petitioner Company to comply with AS14 with regard to accounting. I .....

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Petitioner Company has stated that it undertakes to comply with the provisions of the Income Tax Act., FEMA and RBI Guidelines. PetitionerCompany further clarified in the affidavit that benefit of Clause6 of the Scheme would be available to all employees of the transferor company and not merely to the permanent employees of the transferor company. PetitionerCompany has further stated that clause 3 of the scheme specifically mentions that all assets and liabilities of the non foundary undertaking .....

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ctor do not prevent the Court from sanctioning the Scheme of Demerger. The petitionerCompany have filed affidavit on 19.8.2016 which clearly demonstrates that the observations made by the Regional Director in his affidavit are taken care of. Moreover, there are no other objections to the scheme by anybody, as is clearly borne out from the affidavit of the Regional Director. 5. The Court therefore is of the view that the Scheme of Demerger as proposed is in the interest of the company and its mem .....

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