2016 (11) TMI 28

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....ransferee 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 amalgamation is for achieving consolidated focus of the management over the similar range of business carried out by both the Companies. The scheme of arrangement shall facilitate integration and housing of similar business and vertical extension thereof. It is believed that such proposed arrangement will create enhanced value for shareholders of Transferor Company and the Transferee Company ....

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....reditor by directing the Petitioner Company to send individual notice to the Secured Creditors of the Petitioner Company and the individual notices were sent to the Secured Creditors. Further, in pursuance of the aforesaid Order, the meeting of the Unsecured Creditors of the Transferee Company was dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors will not be affected by the Scheme of Arrangement and no compromise or arrangement was offered to the Unsecured Creditors. 6. The Company Petition Nos. 328 and 329 of 2016 were admitted by this Court vide orders dated 5th August, 2016. The public notices for the same were duly advertised in the newspapers 'Indian Express', English daily Surat Edition for b....

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....ial statements of the petitioner Transferee Company after the scheme being sanctioned. 10. Learned Counsel Ms. Dharmishta N. Raval for the Petitioner Companies had submitted that the Petitioner Companies vide an common affidavit on 7th October, 2016 has undertaken to comply with the relevant provisions of FEMA and RBI guidelines and to comply with all applicable provisions of Income Tax Act and Rules. 11. Further it is submitted that the Transferee Company has net worth of Rs. 7295.45 Lakhs as on the appointed date of the scheme as against contingent liability of Rs. 5.24 Lakhs. It is submitted that Transferor Company has standalone net worth of Rs. 1086.09 Lakhs as on the appointed date of the scheme as against contingent liability of Rs.....

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....cord 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 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 other local authorities. 16. It is ordered that as required under section 396A of the Companies Act, 1956, the Transferor Company shall not di....