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2016 (11) TMI 1073 - GUJARAT HIGH COURT

2016 (11) TMI 1073 - GUJARAT HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The reports confirm that the affairs of the Transferor Companies are not conducted in a manner prejudicial to the interest of their members or to the public interest. Besides, the Official Liquidator has requested this Court to direct the petitioner Transferor Companies to preserve their books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government und .....

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heme shall not absolve the Transferor Companies from any statutory liability, if any. - COMPANY PETITION NO. 281, 282, 283, 284, 285, 286, 287, 288 of 2016, COMPANY APPLICATION NO. 243, 244, 245, 246, 247, 248, 249, 250 of 2016 - Dated:- 17-11-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MRS SANGEETA PAHWA FOR THAKKAR AND PAHWA ADVOCATES FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections .....

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of the meeting of the Equity Shareholders of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.250 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. This Court further ordered that this being the Transferee Company, the meeting of the creditors is not required to be held. 3. Satyadev Farms Private Limited, the Transferor Company filed Company Application No.247 of 2016 seeking dispensation of the meeting of the Equity Shareho .....

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any. By an order dated 06.05.2016, passed in Company Application No.249 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 5. Satyanand Farms Private Limited, the Transferor Company filed Company Application No.246 of 2016 seeking dispensation of the meeting of the Equity Shareholders. It is reported that there are no Secured and Unsecured Creditors of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.246 of 2016, this Court o .....

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ed, the Transferor Company filed Company Application No.248 of 2016 seeking dispensation of the meeting of the Equity Shareholders. It is reported that there are no Secured and Unsecured Creditors of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.248 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 8. Satyapriya Farms Private Limited, the Transferor Company filed Company Application No.244 of 2016 seeking dispensation of .....

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d Creditors of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.245 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 10. The petitioners, thereafter, filed Company Petition Nos.281 to 288 of 2016 respectively, seeking sanction of the Scheme of Amalgamation. By separate orders dated 29.06.2016, this Court admitted the petitions and directed issuance of notice to the Regional Director in case of all the Companies and notice t .....

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in Ahmedabad on 10.07.2016. The authorised Director of the petitioner Companies have filed separate affidavits dated 17.11.2016 in support of the publication of the advertisements. 12. In response to the notice issued, the Regional Director has filed a common affidavit dated 28.10.2016 making three observations. The first observation made by the Regional Director is with regard to not providing the working sheets of calculation of share exchange ratios. The second observation is with regard to .....

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se by an affidavit dated 11.11.2016 giving explanation to the observations of the Regional Director. With regard to the first observation, it is submitted that as can be seen from the observations contained in the report itself, the petitioner Companies have submitted the valuation report dated 30.04.2016 prepared by Suresh Gandhi & Company, Chartered Accountants, Ahmedabad. The report is a composite report which contains all the workings. It is submitted that there are no separate working s .....

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that the office of the Regional Director had sent a letter dated 19.10.2016 to the Company calling for its response to this observation before filing the report. It is submitted that in response to the letter dated 19.10.2016, the petitioner Transferee Company submitted a letter dated 24.10.2016 to the office of the Regional Director giving its response. A copy of each of the two letters dated 19.10.2016 addressed by the Regional Director to the petitioner Transferee Company and the letter date .....

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be issued by the Bank to the petitioner. In any case, the Bank is now under liquidation. The Chartered Accountants, while considering the share exchange ratio, has taken into consideration the disputed matter. The Chartered Accountants, however, opined that such disputes shall have no effect on the share exchange ratio as the calculation is based on the net worth of the Company. It is submitted that after the letter dated 24.10.2016, there has been no response from the office of the Regional Di .....

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ation, it is submitted on behalf of the petitioner Companies that the 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 the compliance of the Income Tax Act and Rules made thereunder. 16. The Official Liquidator has filed his separate reports dated 16.09.2016 in the case of the Transferor Companies. The report .....

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for making due compliance of the statutory liabilities. 17. Having heard Mrs. Sangeeta N. Pahwa, learned advocate for Thakkar and Pahwa Advocates, learned advocate for the petitioner Companies, Mr.Kshitij Amin, learned Central Government Standing Counsel 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 .....

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