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2016 (11) TMI 1191 - GUJARAT HIGH COURT

2016 (11) TMI 1191 - GUJARAT HIGH COURT - TMI - Sanction of the Scheme in the nature of Amalgamation - Held that:- It appears that the observation made by the Regional Director and Official Liquidator have been duly replied by the petitioner. Pursuant to the report of the Official Liquidator, it is ordered that, the petitioner Company shall preserve its books of accounts, papers and records and not dispose of the records without the prior permission of Central Government as per the provisions of .....

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he Scheme at Clause 2(g) shall consequently be amended. Permission to amend the Scheme at Clause No. 9(a) to (f) to incorporate the correct share exchange ratio is granted and considering the above, consequently, the Scheme with the above modifications, is hereby sanctioned. The prayers made in the petitions are granted. - COMPANY PETITION NO. 133, 134, 135, 136, 137, 138, 139 of 2016, COMPANY APPLICATION NO. 98, 99, 100, 101, 102, 103, 104 of 2016 - Dated:- 23-11-2016 - SMT. ABHILASHA KUMARI, J .....

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Private Limited. The copy of the Scheme is produced at Exhibit C to the petitions. 2. Heard Mr. Pavan S. Godiawala, learned advocate for the petitioners and Mr. Kshytij Amin, learned Central Government Standing Counsel and the Official Liquidator. 3. The present petitioners preferred individual Company Applications, seeking dispensation of the meetings of the respective classes pursuant to obtaining the individual consent letters. Upon considering the averments, this Court, vide separate orders .....

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It further directed that notice be served on the Regional Director in all the petitions and the service of notice on the Official Liquidator in the petitions filed by the Transferor Companies. The notice of publication in the Government Gazette came to be dispensed with. The petitions were kept for hearing on 15.06.2016. 6. Pursuant to the orders of admission passed in the separate petitions, the petitioners effected service to the Regional Director and the Official Liquidator and published the .....

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ion as on 01.04.2014 (the appointed date as per the Scheme is 01.04.2015) has been changed to give a true and fair view. It is further stated that, all the companies are closelyheld companies with the same promoters and family members. The share exchange is required to be changed, modified and replaced in the Scheme at Clause NO. 9, as per new share exchange ratio. The schedule of the new share exchange ratios are to be replaced at Clause 9(a) to (f) as produced with the affidavit and the sancti .....

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rections that the petitioner Companies be directed to place relevant facts and the correct share exchange ratios in the matter on record and to amend the said clause, accordingly. 8.1. The second observation made at paragraph 2(e), in respect of the Transferor Company M/s. Charm Trading and Investment Private Limited, is that it is wrongly mentioned that the authorized capital of the Company is ₹ 10,00,000/( Rupees Ten Lacs only), while as per the balance sheet as on 31.03.2015, the author .....

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de at paragraph 2(g) is regarding compliance of the Income Tax and Rules in the matter. It is also observed that the Income Tax Department stated that no adverse inference needs to be drawn at this stage, as far the matter of amalgamation of these companies is concerned. 9. Pursuant to the above common affidavit, the petitioner of Company Petition No. 139 of 2016 (Transferee Company) filed a further affidavit dated 05.10.2016, replying to the above observations. As far as the discrepancy pertain .....

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d and the Scheme is required to be modified by incorporating and replacing the correct authorized capital of M/s. Charm Trading and Investment Private Limited. 9.2. In respect of the observation at paragraph 2(f) it is fairly submitted that there is a typographical mistake in stating the company number and hence the said mistake has no adverse impact on the Scheme. The petitioner would seek to amend the petition of M/s. Progressive Invatrade Private Limited by incorporating and replacing the cor .....

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iance of all the applicable laws, upon the sanctioning of the Scheme. 10. The Official Liquidator has filed individual reports in the petitions of the Transferor Companies dated 18.11.2016 and sought statutory compliance and preservation of the records, accounts and papers and directions that they shall not be disposed of without the prior approval of the Central Government. 11. Considering the averments made in the petitions and affidavits of the parties, it appears that the observation made by .....

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