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IN RE : AMAZON TEXTILES PRIVATE LIMITED

Scheme of arrangement of demerger - Held that:- Observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed and hence do not survive. This court has come to the conclusion that the present scheme of arrangement is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. - Prayers in terms of paragraph 19 (a) of the Co. Petition No. 317 of 2016 for the Demerged Company and paragraph .....

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ng of the Demerged Company viz. Manufacturing Division of Amazon Textiles Private Limited and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. - The Petitioner companies are directed to file a copy of this order alongwith a copy of the scheme with the concerned Registrar of Companies, electronically, along with INC28 .....

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mazon Textiles Private Limited and Abeer Textile Private Limited, for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking viz. viz. Manufacturing Undertaking of Amazon Textiles Private Limited,the Demerged Company to Abeer Textile Private Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that Amazon Textiles Private Limited, the Petitioner Demerged Company i .....

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ndertaking. With this objective in mind, it is proposed to transfer and vest the Manufacturing Undertaking consisting of textile processing and machinery leasing activities in the Resulting Company. The Petitions give in detail the benefits envisaged as a result of the said Scheme. 3. It has been submitted that vide the order dated 27th April, 2016 passed in Company Application No. 200 of 2016, a meeting of the Equity Shareholders of the Demerged Company was dispensed with in light of the consen .....

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es at the said meeting. The report dated 21st June 2016, alongwith the affidavit by the Chairman of the meeting have been placed on record for the result of the same. 4. It has been submitted that in case of the Resulting Company, vide the order dated 27th April, 2016 passed in Company Application No. 210 of 2016, the meeting of the Equity Shareholders of the company was dispensed with in view of the consent letters placed on record. Whereas separate meetings of the Secured and Unsecured Credito .....

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on record for the result of the same. However, the meeting of the Secured Creditors was required to be adjourned to 27th June 2016 and the Scheme was approved unanimously by the Secured Creditors of the Company, present and casting valid votes at the said meeting. The report dated 5th July 2016, alongwith the affidavit by the Chairman of the meeting have been placed on record for the result of the same. 5. The substantive petitions for the sanction of the scheme were filed by the Demerged Compan .....

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and the same has been further confirmed by the additional affidavit dated 16th September 2016. 6. Notice of the petition have been served upon the Central Govt. and Mr. Kshitij Amin, learned counsel appearing for the Central Government, appear for Mr. Devang Vyas, learned Assistant Solicitor General. An affidavit dt. 6th September 2016 has been filed by Mr. Jatinder Kumar Jolly, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 7. Atte .....

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require any response. (ii) The observation made vide para 2(d) pertains to the non compliance of Section 89 of the Companies Act,2013 by the Resulting Company for filing a relevant eform MGT6 on MCA Portal. It was submitted that the same is result of an unintentional lapse and the Resulting Company shall do the needful for such a compliance in a month s time. (iii)The observation made vide para 2(e) pertains to non disclosure of the complete list of the assets and liabilities which are proposed .....

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The observation of the Regional Director made vide para 2(f) pertains to insufficiency of the Authorised Capital of the Resulting Company for the proposed issue and allotment of shares to the shareholders of the Demerged Company as envisaged in Clause 8 of the Scheme. In this regard, it has been submitted on behalf of the Resulting Company that upon the sanction of the Scheme by the Hon ble Court, the Petitioner Resulting Company shall undertake the requisite procedure as envisaged under the ap .....

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e court convened meeting of the Secured Creditors of Abeer Textile Private Limited, at the request of the Secured Creditors. In this regard, it has been pointed out that vide para 9 of the order dated 27th April 2016 passed by the Hon ble court specifically authorized the Chairman of the meeting to adjourn the meeting, if so required. (vi) The observation of the Regional Director made vide para 2(h) pertains to the contingent liabilities of the Resulting Company. It has been submitted that the s .....

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tatutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies agree 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. (vii)It has been further submitted that there are no complaints receiv .....

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