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2012 Supreme(Guj) 864
IN THE HIGH COURT OF GUJARAT
R.M. Chhaya, J.
Aangi Shares and Services P. Ltd., In Re - Petitioner
Company Petition No 220 of 2010 in Company Application No. 379 of 2010 to Company Petition No 229 of 2010 in Company Application No 388 of 2010.
Decided On : 04-05-2012
For the Respondents in C.P. Nos. 220 to 224:P.S. Champaneri, Advocate.
For the Respondents in C.P. Nos. 225 to 229:Y.V. Vaghela and Sudhir M. Mehta, Advocates.
The court emphasized that any proceedings under the Income-tax Act cannot be a relevant circumstance for not sanctioning the scheme of amalgamation.
Headnote:
Amalgamation - Companies Act, 1956 - Section 391, Section 394 - The court sanctioned the scheme of amalgamation proposed between multiple companies after finding no adverse circumstances against the sanction of the scheme. The court observed that the transferor companies must preserve their books, papers, and records for a period of 8 years from the date of sanctioning of the scheme and not dispose of the records without the prior permission of the Central Government under section 396A of the Companies Act, 1956.
Fact of the Case:
The petitions sought sanction of a scheme of amalgamation proposed between multiple companies. The court ordered dispensation of the meeting of shareholders for each petitioner-company and directed the publication of notice of the petition in Gujarati and English dailies. Reports from the official liquidator confirmed that the affairs of the transferor companies were not conducted in a prejudicial manner. The Income-tax Department's proceedings were addressed, and the court relied on a previous judgment to conclude that any proceedings under the Income-tax Act cannot be a relevant circumstance for not sanctioning the scheme.
Finding of the Court:
The court found no adverse circumstances against the sanction of the scheme. It observed that the transferor companies must preserve their books, papers, and records for a period of 8 years from the date of sanctioning of the scheme and not dispose of the records without the prior permission of the Central Government under section 396A of the Companies Act, 1956.
Issues: Sanction of the scheme of amalgamation, preservation of records by transferor companies, and addressing the Income-tax Department's proceedings.
Ratio Decidendi: The court relied on a previous judgment to conclude that any proceedings under the Income-tax Act cannot be a relevant circumstance for not sanctioning the scheme. It also emphasized the preservation of records by the transferor companies.
Final Decision: The court sanctioned the scheme of amalgamation and directed the transferor companies to preserve their records for 8 years from the date of sanctioning of the scheme.
JUDGMENT :
R.M. Chhaya, J.
The present petitions are filed seeking sanction of scheme of amalgamation proposed to be made between Aangi Shares and Services P. Ltd., and Anand Yogesh Shares and Consultancy P. Ltd., and Bhaktisuri Shares and Services P. Ltd., and D.B. Securities P. Ltd., and H.K. Stock Services P. Ltd., and Parsvanath Fincon P. Ltd., and Prasann Shares and Services P. Ltd., and Rajendrasuri Financial Services (Gujarat) P. Ltd., and Vajshah Shares and Consultancy P. Ltd., with Dharmanath Shares and Services P. Ltd.
2. Aangi Shares and Services P. Ltd., the transferor company filed Company Application No. 379 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 379 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
3. Anand Yogesh Shares and Consultancy P. Ltd., the transferor company filed Company Application No. 380 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 380 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
4. Bhaktisuri Shares and Services P. Ltd., the transferor company filed Company Application No. 381 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 381 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
5. D.B. Securities P. Ltd., the transferor company filed Company Application No. 382 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 382 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
6. H.K. Stock Services P. Ltd., the transferor company, filed Company Application No. 383 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 383 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
7. Parsvanath Fincon P. Ltd., the transferor company, filed Company Application No. 384 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 384 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
8. Prasann Shares and Services P. Ltd., the transferor company, filed Company Application No. 385 of 2010 seeking dispensation of the meeting of shareholders on the ground that consent of all the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This court vide order dated December 16, 2010, made in Company Application No. 385 of 2010 ordered dispensation of meeting of the shareholders of the petitioner-company.
9. Rajendrasuri Financial Services (Gujarat) P. Ltd., the transferor company, filed Company Application No. 386 of 2010
