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2016 (12) TMI 125 - GUJARAT HIGH COURT

2016 (12) TMI 125 - GUJARAT HIGH COURT - TMI - Scheme of Arrangement in the nature of amalgamation - Held that:- The observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law. Nor is i .....

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nies and all other agencies, departments and authorities of the Central, State and any other local authorities. - It is ordered that as required under section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of, or destroy, their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. - COMPANY PETITION NO. 103 of 2016 In COMPANY APPLICATION NO. 50 of 2016 With COMPANY PETITION NO. 104 of 2016 In C .....

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ion thereof. 2. The petitioner of Company Petition No.103 of 2016 i.e. GVFL Limited is the Transferee Company whereas the petitioner of Company Petition No.104 of 2016 i.e. GVFL Advisory Services Limited is the Transferor Company. GVFL Limited shall hereinafter be referred to as the Transferee Company and GVFL Advisory Services Private Limited shall hereinafter be referred to as the Transferor Company. 3. Since the two petitions are in relation to a common Scheme, they were heard together and ar .....

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ices on financial matters like debt syndication, merger and acquisition, carbon credit, renewable energy projects, policy matters, vetting of legal and financial documents and advisory services in the matter of corporate taxation. The Transferee Company is engaged, interalia, in the business of financing and providing venture capital to technology oriented startups and assisting the funded entities, ranging from strategic direction to governance support. 6. The Transferor Company was incorporate .....

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ditors. This Court took note of the aforesaid facts and, by an order dated 4th February, 2016, dispensed with the requirement of holding the meetings of the Equity Shareholders. 8. The Transferee Company had filed Company Application No.50 of 2016, seeking directions from this Court for convening the meeting of the Equity Shareholders. It was also stated in the Company Application, that the Transferee Company does not have any Secured and Unsecured Creditors. This Court took note of the aforesai .....

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es for the same were duly advertised in the English daily newspaper Business Standard , Ahmedabad Edition, and the Gujarati daily newspaper Jaihind , Ahmedabad Edition, dated 23rd April, 2016. 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. 12. The notice of the petitions was served upon the Central Government through the Regional Director. A common affidavit dated 2 .....

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or in both the petitions and the Official Liquidator in Company Petition No.104 of 2016. 14. The Regional Director, in paragraph2( d) of the Common AffidavitinReply, has observed that Clause 8.4(e) of the Scheme is not in accordance with the Accounting Standard14, as required. According to the Regional Director, as per the requirements of Accounting Standard14, the excess of assets over liabilities should be credited to the Amalgamation Reserve Account being of Capital Reserve nature and the sho .....

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the amount of share capital of the Transferor Company will be credited in the Reserve Account where the amalgamation is accounted for under the pooling of interests method. A perusal of the aforesaid paragraph of the Additional Affidavit reveals that Clause8.4 of the Scheme, as a whole, is in accordance with Accounting Standard14 and, therefore, the said Clause is not required to be amended. 16. However, it is directed that the Transferee Company shall continue to maintain its books of accounts .....

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herefore, it is required to be registered with SEBI. Mr.Rahul Dev, learned advocate, has drawn the attention of the Court to the Additional Affidavit and submits that the SEBI, vide its letter dated 16th September, 2016, addressed to the Joint Director, Ministry of Corporate Affairs, has clarified that the Transferee Company is only a manager of Venture Capital Funds (VCF s) and, accordingly, does not require any registration or NOC from SEBI for the approval of a Scheme of Amalgamation. In ligh .....

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no objection to the proposed Scheme of amalgamation. However, it is directed that the Petitioner Companies shall comply with the applicable provisions of the Income Tax Act and Rules. 19. As is apparent from the Affidavit filed by the Regional Director, there are no complaints against the petitioner companies. It has also been stated that the Scheme of Amalgamation proposed between the petitioner companies is not prejudicial to the interests of the shareholders of the petitioner companies and t .....

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mpany, if any, shall be absorbed by the Transferee Company on the same terms and conditions no less favorable than those subsisting in the Transferor Company as on date. 21. In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Schem .....

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