Contact us   Feedback   Annual Subscription   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2016 (11) TMI 28 - GUJARAT HIGH COURT

2016 (11) TMI 28 - GUJARAT HIGH COURT - TMI - Scheme of arrangement between Composite Scheme of Arrangement in the nature of Amalgamation - it does not appear to be any impediment to the grant of sanction to the Scheme of Arrangement, in as much as from the material on record and on perusal of the Scheme, the scheme 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 membe .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

in the nature of Amalgamation between Indigo Jewellery Private Limited ( Transferor Company ) with Indigo Jewellery (India) Mfg. Private Limited ( Transferee Company ) and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956 and corresponding provisions of Companies Act, 2013. 2. Since the two petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 3. This composite scheme of arrangement and .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of both the entities. 4. With respect to the Transferor Company , it has been pointed out that vide the order dated 18th July, 2016 passed in the Company Application No. 319 of 2016, the meetings of the Equity Shareholders of the Transferor Company were dispensed with in view of the written consent letters of all the Equity Shareholders. In pursuance of the aforesaid Order, the meeting of the Secured Creditors and Unsecured Creditors of the Transferor Company was dispensed with in view of the fa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ed 18th July, 2016 passed in the Company Application No. 320 of 2016, the meeting of the Equity Shareholders of the Transferee Company was dispensed with in view of the written consent letters of all the Equity Shareholders. In pursuance of the aforesaid Order, the meetings of Secured Creditors were dispensed with by the said order. This Court also dispensed with the meeting of the Secured Creditor by directing the Petitioner Company to send individual notice to the Secured Creditors of the Peti .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ed 5th August, 2016. The public notices for the same were duly advertised in the newspapers Indian Express , English daily Surat Edition for both the Companies, and Gujarat Guardian , Gujarati daily, Surat Edition as submitted in the affidavits dated 30th September, 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. 7. Notice of th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

FEMA and RBI guidelines. c. The Petitioner Company be directed to place on record all the relevant facts in the matter and to satisfy that these contingent liabilities in case they get invoked it will not affect the financial position of the Companies adversely so as to impact the liquidity of the companies and its continuance/going concern concept. 9. On behalf of the Petitioner Companies Ms. Raval has stated that in accordance with the companies Act the Transferor company will make disclosures .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

visions of Income Tax Act and Rules. 11. Further it is submitted that the Transferee Company has net worth of ₹ 7295.45 Lakhs as on the appointed date of the scheme as against contingent liability of ₹ 5.24 Lakhs. It is submitted that Transferor Company has standalone net worth of ₹ 1086.09 Lakhs as on the appointed date of the scheme as against contingent liability of ₹ 88.26 Lakhs. It is submitted that the net worth of the Transferee Company will be sufficient to discha .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

cial to the interests of the shareholders of the petitioner companies and the public at large. 14. In response to the notice issued by this Court, the Official Liquidator, in his Affidavit filed in Company Petition No. 328 of 2016 in Paragraph 18 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. 15. In view of the above discussion, the observations made by the R .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

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 agencies, departments and authorities of the Central, State and any .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version