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2016 (9) TMI 406 - GUJARAT HIGH COURT

2016 (9) TMI 406 - GUJARAT HIGH COURT - TMI - Sanction of the Composite Scheme of Arrangement in the nature of Merger and Demerger - 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 .....

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reholders, preference shareholders, secured creditors, unsecured creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. - COMPANY PETITION NO. 110 of 2016 In COMPANY APPLICATION NO. 88 of 2016 With COMPANY PETITION NO. 111 of 2016 In COMPANY APPLICATION NO. 89 of 2016 With COMPANY PETITION NO. 112 of 2016 In COMPANY APPLICATION NO. 90 of 2016 - Dated:- 9-9-2016 - MR. R.M.CHHAYA, JJ. FOR THE PETITIONER : MS .....

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itors under Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 and 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 the case of the petitioners that all the petitioners belong to the same management and are this composite scheme of arrangement would be in the best interests of the shareh .....

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eree Company would be in a position to carry on consolidated operations through optimum utilization of resources, avoidance of duplication and better financial strength. 4. With respect to the Transferor Company, it has been pointed out that vide the order dated 10th March, 2016 passed in the Company Application No. 88 of 2016, the meetings of the Equity Shareholders, Preference Shareholders and Unsecured Creditors of the Transferor Company were dispensed with in view of the written consent lett .....

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the written consent letters of all the Equity Shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors and Unsecured Creditor of the Demerged Company was dispensed with in view of the fact that there are no Secured and Unsecured Creditors. 6. With respect to the Transferee Company, it has been pointed out that vide the order dated 10th March, 2016 passed in the Company Application No. 90 of 2016 the meeting of the Equity Shareholders, Preference Shareholders and Un .....

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e public notices for the same were duly advertised in the newspapers Indian Express English daily, and Jai Hind , Gujarati daily, Ahmedabad edition on 6th June, 2016 and corrigendum on 20th June, 2016 as submitted in the affidavits dated 28th July, 2016 filed by the Petitioner Companies. The publication in the Government gazette was dispensed with as per the said Orders. No one has come forward with any objection to the said petitions even after the publication. 8. Notice of the petition has bee .....

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(d) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to submit the complete list of assets and liabilities which are proposed to be transfer to the Resultant Company. iii. In para 2(e) of the Affidavit filed by the Regional Director, it is observed that the petitioner companies be directed to comply with the guidelines issued by RBI. iv. In para 2(f) of the Affidavit filed by the Regional Director, it is observed that the petitioner compan .....

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ct and Rules framed thereunder. 10. An affidavit has been filed on behalf of the Petitioner Companies with respect to the observations made by the Regional Director and the official liquidator. 11. In the said affidavit referred to above, with respect to the first observation mentioned in Para 2(c), Ms. Raval has submitted that as per section 211(3B) of the Companies Act, if the accounting entry varies from the accounting standards, necessary disclosures are required to be made in the Financial .....

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g Division to the shareholders while taking the consent with reference to the scheme of arrangement. The same schedule of assets and liability has been reviewed by the shareholders and then they have provided their consents to the scheme of arrangement. However the Petitioner Company in its additional affidavit has given the Schedule of Assets and Liability of Dredging Division. 13. With regards to the third observation made in para 2(e), it is submitted that the Petitioner Company is not the NB .....

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and willing to give the details of the share exchange ratio as and when desired. 15. With regards to the fifth observation appearing in para 2(g), it is submitted that the said observation is now settled in series of decisions of various High Court including a decision of this Hon ble High Court rendered in Company Petition No. 120 of 2013 in the case of Gala Infrastructure Pvt. Ltd. 16. With regards to the sixth observation appearing in para 2(h), it is submitted that the Petitioner Company un .....

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mpanies is not prejudicial to the interests of the shareholders of the petitioner companies and the public at large. 19. In response to the notice issued by this Court, the Official Liquidator, in his Affidavit in Reply dated 24th August, 2016, filed in Company Petition No. 110 of 2016 in Paragraph 19 stated that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of its members and they may be dissolved without the process of winding up. 20. In view .....

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heme 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 creditors, unsecured creditors of the petitioner Companies and all other ag .....

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