This order grants sanction to a Scheme of Amalgamation between Together Textile Mills and Shirt Company under Section 391 of the Companies Act, 1956, finding the scheme fair and compliant with statutory requirements after hearing counsel.
Petition for sanction of Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956 made absolute.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 7 OF 2016.
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTIONS NO.846 OF 2015
SHIRT COMPANY (INDIA) PRIVATE LIMITED,
....Petitioner Company.
In the matter of the Companies Act 1 of 1956;
AND
In the matter of Sections 391 to 394 of the Companies Act, 1956; AND
In the matter of Scheme of Amalgamation and Arrangement of Together Textile Mills India Private Limited
WITH
Shirt Company (India) Private Limited and Their Respective Shareholders and Creditors
Called for hearing
Mr. Rahul Oak, Advocate for the Petitioner
Mr. Anand O. Singh i/b Shri. Niraj Kumar for Regional Director in both the Petitions.
CORAM: B. P. COLABAWALLA, J.
DATE: 16th April, 2016
PC:
before the court to oppose the Scheme and nor has any party controverted any averments made in the Petition.
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made there under whichever is applicable. The said undertaking is accepted.
(a) That the Deponent further submits that the transferor company is a loss making company, whereas the transferee company is a profit marking company. In this case, whereas the transferee company is entailed to the benefit of section 72A of the income Tex, 1961, is a matter within the jurisdiction of concerned Income Tax Authority. In this regard, it is respectfully submitted that the tax implication, if any ,arising out of the Scheme is subject to final decision of Income tax authorities .the approval of the Scheme by this Hon’ble Court may not deter the Income Tex Authority to scrutinizes the tax retune filed by the Transferee Company after giving to the Scheme. The decision of the Income Tax Authority is binding on the petitioner Company.
Regional Director is concerned, the Petitioner Companies are bound to comply with all applicable provision of Income Tax Act, and all tax issues arising out of Scheme will be met and answered in accordance with law.
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to physical copy as per the relevant provisions of the Companies Act, 1956/2013 whichever is applicable.
CERTIFICATE
I certify that this Order uploaded is a true and correct copy of
original signed order.
Uploaded by: Shankar Gawde, Stenographer.
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3 issues framed by the court
Whether the Court should sanction a Scheme of Amalgamation and Arrangement under Sections 391 to 394 of the Companies Act, 1956.
Whether the proposed scheme is fair, reasonable, and not prejudicial to the interest of shareholders and the public.
Whether all requisite statutory compliances for sanctioning the scheme have been fulfilled.
1 provisions across 1 enactments
TOGETHER TEXTILE MILLS INDIA PRIVATE LIMITED
SHIRT COMPANY (INDIA) PRIVATE LIMITED
Regional Director
B. P. COLABAWALLA
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
