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IN RE : OSWAL INDUSTRIES LIMITED

2016 (10) TMI 150 - GUJARAT HIGH COURT

Scheme of Amalgamation - Held that:- Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin for Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the affidavit filed by the petitioner transferee company in response to the report of Regional Director and having considered the Scheme of Amalgamation together with relevant documents on .....

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the Transferor Company from any statutory liability, if any. - COMPANY PETITION NO. 376 of 2016 In COMPANY APPLICATION NO. 340 of 2016 With COMPANY PETITION NO. 377 of 2016 In COMPANY APPLICATION NO. 341 of 2016 - Dated:- 30-9-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking sanction o .....

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e meeting of the creditors is not required to be held. 3. Nimba Nature Cure Private Limited, the Transferor Company filed Company Application No. 341 of 2016 seeking dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors. By an order dated 1.8.2016 passed in Company Application No. 341 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors. 4. The petitioners thereafter filed Compa .....

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the order dated 23.8.2016, the petitioners have published the notice of petition in Gujarati Daily Sandesh and English Daily Indian Express both having circulation in Ahmedabad on 31.8.2016. The Director (authorised signatory) of the petitioner companies have filed separate affidavits dated 9.9.2016 in support of publication of advertisements. 7. In response to the notice issued, the Regional Director has filed a common affidavit dated 26.9.2016 making two observations. In the said affidavit, t .....

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r, the petitioner Companies may be directed to undertake compliance of the Income Tax Act and Rules. 8. In response to the affidavit of the Regional Director dated 26.9.2016, the petitioner- Transferee Company in Company Petition No. 376-377 of 2016 has filed its response by an affidavit dated 29.9.2016 giving explanation to the observations of the Regional Director. With regard to the first observation, it is submitted that the Company has already responded to the query of the Regional Director .....

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is submitted that the Bank Guarantees are given by the Company as performance guarantees in respect of ongoing contracts. It is further submitted that the letter of credit is given again towards fulfilment of the contractual obligations. As can be seen from the details of contingent liabilities for last 3 years, the Bank Guarantees and the letter of credit are issued year after year in compliance with various contractual terms and obligations. It is further submitted that as per the balance she .....

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petitioner companies that report of the Regional Director itself show that pursuant to the letter of the Regional Director no adverse remarks are received from the Income Tax Department. Without prejudice, the petitioner companies submit that they would undertake compliance of the Income Tax Act and the Rules made thereunder. 10. The Official Liquidator has filed his report dated 29.9.2016 in the transferor company. The report confirms that the affairs of the transferor company are not conducte .....

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n K. Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin for Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the affidavit filed by the petitioner transferee company in response to the report of Regional Director and having considered the Scheme of Amalgamation together with relevant documents on record, the Court finds it appropriate to grant sanction t .....

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