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TMI Blog2016 (4) TMI 358X X X X Extracts X X X X X X X X Extracts X X X X ..... of accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act,1956. - COMPANY PETITION NO. 51, 52 of 2016, In COMPANY APPLICATION NO. 389, 390 of 2015 - - - Dated:- 21-3-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR DHARMESH V SHAH, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 These Petitions have been filed by the respective Petitioner Companies for the sanctioning of the Scheme of Amalgamation of GEA Pharma System (India) Private Limited (GPSIN) (Transferor Company) with GEA Process Engineering (India) Private Limited (GPIN) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Company Petition No. 52 of 2016 at Annexure E . It is further submitted that all the Unsecured Creditors present in the meeting, voted in the favour of the Scheme and, therefore, the report of the Chairman of the meeting has stated so in the affidavit dated 25.01.2016. In the case of the Transferee Company, this Court has passed an order dated 23.12.2015, in Company Application No. 389 of 2015, which is produced at Annexure D to the present petition. The Court has directed that the holding of the meeting of the Shareholders and Creditors of the applicant company is not necessary and the said meeting has been dispensed with. 4 The present petitions were admitted on 4th February, 2016 and notice was issued to the Central Governm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Transferee Company. 6 In response thereto, the petitioners have filed an affidavit dated 16.03.2016, wherein the above observations have been replied to, as below: I) d) Company has complied with the provisions of FEMA Compliances and RBI guidelines. There are no pending prosecutions/charges/litigations against the petitioner Transferee Company. II) e) The Petitioner Company shall comply with the requirement of the Accounting Standard14 and the excess of assets and liabilities shall be credited to Amalgamation Reserve Account on amalgamation being of Capital Reserve nature and such amount will be shown separately stating the facts of this Scheme of Amalgamation and be shown in the Balance Sheet. Petitioner Company herewith under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urpose for F.Y. 201011 to 201415 and no clarification/explanation given by the Board of Directors of the Company as mentioned at paragraph No.10 of this report. 8 These observations have been replied to by the petitioners, by way of affidavit dated 16.03.2016, as under: I) A) The Company did an exercise of assessing its Deferred Tax Assets and found that the carried forward value of Deferred Tax Assets increases over the existing carried forward value of ₹ 14,650,626/. Since the Company had made loss of ₹ 50,334,214/in that year i.e. the Board of Director did not increase the value of Deferred Tax Assets as they believed that current assets value is sufficient to meet the future profitability of the Company. II B) The s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... without being wound up, after obtaining clarification with regard to paragraph No.16 of the report of the Official Liquidator. 10 Heard Mr. Dharmesh V Shah, learned advocate for the petitioner, and Mr. Kshitij Amin, learned Central Government Standing Counsel for Mr. Devang Vyas, learned Assistant Solicitor General of India and the Official Liquidator. 11 Having perused the petitions and considered the submissions advanced by learned counsel for the respective parties and being satisfied that the amalgamation under the proposed Scheme appears to be in the interest of the companies and their members and creditors, this Court is of the view that the Scheme deserves to be sanctioned. The Arrangement otherwise seems to be appropriate and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 16 The petitioner is 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. 17 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 issu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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