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2016 DIGILAW 1551 (GUJ)

In re : Vascroft Design Private Limited v. .

2016-07-29

R.M.CHHAYA

body2016
JUDGMENT : R.M. Chhaya, J. 1. The present petitions are filed under the provisions of Section 391 to 394 of the Companies Act, 1956 seeking sanction of this Court to the Scheme of Amalgamation of Vascroft Design Private Limited, Telecon Infotech Private Limited, Vicas Vehicles Private Limited and Marg Biotech Private Limited with Creelotex Engineers Private Limited. 2. Creelotex Engineers Private Limited, the Transferee Company, filed Company Application No. 136 of 2016 seeking dispensation of the meeting of the Equity Shareholders of the petitioner company. By an order dated 18.4.2016 passed in Company Application No. 136 of 2016, this Court ordered dispensation of the meeting of the equity shareholders. This being the transferee company, the meeting of the creditors is not required to be held. 3. Vascroft Design Private Limited, the Transferor Company filed Company Application No. 132 of 2016 seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. it is reported that there are no secured creditors of the petitioner-company. By an order dated 18.4.2016 Passed in Company Application No. 132 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. 4. Marg Biotech Private Limited, the Transferor Company med Company Application No. 133 of 2016 seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner-company. By an order dated 18.4.2016 passed in Company Application No. 133 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. 5. Telecon Infotech Private Limited, the Transferor Company filed Company Application No. 134 of 2016 seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. It is reported that there are no secured creditors of the petitioner-company. By an order dated 18.4.2016 passed in Company Application No. 134 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. 6. Vicas Vehicles Private Limited, the Transferor Company filed Company Application No. 135 of 2016 seeking dispensation of the meeting of the Equity Shareholders. It is reported that there are no secured or unsecured creditors of the petitioner-Company. By an order dated 18.4.2016 passed in Company Application No. 135 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 7. The petitioners thereafter filed Company Petition Nos. It is reported that there are no secured or unsecured creditors of the petitioner-Company. By an order dated 18.4.2016 passed in Company Application No. 135 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 7. The petitioners thereafter filed Company Petition Nos. 156 to 160 of 2016 respectively, seeking sanction of the Scheme of Amalgamation. By separate orders dated 2.5.2016, this Court admitted the petitions and directed issuance of notice to the Regional Director in case of all the Companies and notice to the Official Liquidator in case of Transferor Companies. This Court also directed publication of common notice of petition in local dailies in English Daily 'Indian Express' and Vernacular daily 'Sandesh', Ahmedabad Editions. 8. Pursuant to the order dated 2.5.2016, the petitioners have published the notice of petition in Gujarati Daily 'Sandesh' and English Daily 'Indian Express' both having circulation in Ahmedabad on 5.6.2016. The authorized Director of the petitioner companies have filed separate affidavits dated 20.6.2016 in support of publication of advertisements. 9. In response to the notice issued, the Regional Director has filed a common affidavit dated 15.6.2016 making two 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 the comments from the income Tax Department. According to the Regional Director, the petitioner Companies may be directed to undertake compliance of the Income Tax Act and Rules. 10. In response to the affidavit of the Regional Director dated 15.6.2016, the petitioner-Transferee Company in Company Petition No. 156 to 160 of 2016 has filed its response by an affidavit dated 20.6.2015 giving observations of the Regional Director. With regard to the first explanation to the 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 23.3.2016 prepared by M/s. Mohit Bagmar & Associates, Chartered Accountant, Ahmedabad. The report is a composite report which contains all the workings. It is submitted that there are no separate working sheets as are mentioned by the Regional Director in the report. The report is a composite report which contains all the workings. It is submitted that there are no separate working sheets as are mentioned by the Regional Director in the report. It is further submitted that without prejudice, the share exchange ratio has already been approved by the shareholders and the creditors, as applicable and the Scheme as a whole has already been approved by the Shareholders and the Creditors. It is submitted that this observation made by the Regional Director is therefore unsustainable. 11. With regard to the second observation, it is submitted on behalf of petitioner companies that 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 compliance of the Income Tax Act and the Rules made there under. 12. The Official Liquidator has filed his separate reports dated 28.07.2016 in the transferor companies. 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. The Official Liquidator has however 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 u/s. 396-A of the Companies Act, 1956. The Official Liquidator has also sought directions for making due compliance of the statutory liabilities. 13. Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner companies. 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 to the report of Regional Director and having considered the Scheme of Amalgamation together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 14. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner transferor companies shall preserve their books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396 A of the Companies Act, 1956. 14. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner transferor companies shall preserve their books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396 A of the Companies Act, 1956. It is further observed that the sanction of this Scheme shall not absolve the Transferor Company from any statutory liability, if any. 15. The cost of these petitions are determined at Rs. 10,000/- each payable to Shri Devang Vyas, Ld. Assistant Solicitor General of India and Rs. 7,500/- each to the Official Liquidator. 16. The petitioner companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner-transferor companies, if any, as on the date of this order and the scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 17. The petitioners are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with requisite Form in addition to physical copy as per relevant provisions of the Act. 18. Filing and issuance of drawn up order is hereby dispensed with and all the authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order along with Scheme as expeditiously as possible. 19. The present petitions are disposed accordingly.