TMI Blog2016 (10) TMI 465X X X X Extracts X X X X X X X X Extracts X X X X ..... h 14 of the Company Petition No. 379 of 2016 for the Transferee Company viz. INI Design Studio Limited are hereby granted. - COMPANY PETITION NO. 378 of 2016 In COMPANY APPLICATION NO. 377 of 2016 With COMPANY PETITION NO. 379 of 2016 In COMPANY APPLICATION NO. 378 of 2016 - - - Dated:- 7-10-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MR TUSHAR P HEMANI, ADVOCATE, MS VAIBHAVI K PARIKH, ADVOCATE FOR THE RESPONDENT : MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL OF INDIA with MR KSHITIJ AMIN, CENTRAL GOVERNMENT COUNSEL COMMON ORAL JUDGMENT 1. The captioned are the petitions filed by two Companies viz. INI Design Services Private Limited and INI Design Studio Private Limited, for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Amalgamation between INI Design Services Private Limited viz. the Transferor Company and INI Design Studio Private Limited viz. the Transferee Company and Restructure of Capital of INI Design Studio Private Limited proposed under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. 2. Both the petitions being necessarily interconnected, they were heard together an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Accountant, being placed on record. There are no Secured Creditor(s) and/or Unsecured Creditor(s) of the Transferor Company. 6. In respect of the Transferee Company, it has been pointed out that vide an order dated 16th August, 2016, passed in Company Application No. 378 of 2016, filed by INI Design Studio Private Limited, the Transferee Company, the meeting of the Equity Shareholders of the Company were dispensed with in view of the written consent letters from all its shareholders, approving the proposed scheme and confirmation of the same by the certified Chartered Accountant, being placed on record. The meetings of the Creditors of the Transferee Company were dispensed with, accepting the contention that rights and interests of these Creditors are not being adversely affected due to the proposed scheme. 7. Attention of this Court was drawn to Clauses 5 and 7 of the Scheme, where the restructure of Equity Share Capital of the Transferee Company is proposed. The proposed reduction is consequential to the cancellation of shares of the Transferee Company held by the Transferor Company. The scheme envisages the said restructure and is proposed as an integral part of the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dditional affidavit dated 5th October, 2016 that the Transferor Company shall preserve its books of accounts, papers and records and shall not dispose off without the prior permission of the Central Government as per the provisions of Section 396(a) of the Act. It has also been assured 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 liability. 10. Notice of the petitions have been served upon the Central Government and Shri Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Solicitor General of India on behalf of the Central Government. An affidavit dated 28th September, 2016 has been filed by Shri Jatinder Kumar Jolly, the Regional Director, Ministry of Corporate Affairs, NorthWestern Region. In that common affidavit, the said authority made certain comments and observations. 11. The attention of this court is drawn to the Additional Affidavit dated 5th October, 2016, filed by Shri Pradip Sheth, Director of both the Companies, whereby the observations raised by the Regional Director have been d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company viz. INI Design Studio Private Limited by the Transferor Company viz. INI Design Services Private Limited from a Foreign Company is in accordance with the FEMA Regulations and RBI Guidelines. In view of the same, said observation of the Regional Director does not survive and no directions are required to be issued. (iv) The observation of the Regional Director made vide paragraph no. 2(e) pertains to the circular dated 15th January, 2014 issued by Ministry of Corporate Affairs with respect to inviting objections, if any from the Income Tax Department. A letter dated 12th September, 2016 was sent to the Chief Commissioner of Income Tax, Ahmedabad, Gujarat inviting specific comments of the Income Tax Department about the proposed scheme. Since the statutory 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 Department 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, 1961 and Income Tax Rules, 1962. In view of the same, no further directions are required to be issue ..... X X X X Extracts X X X X X X X X Extracts X X X X
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