Tanti Holdings Private Limited Vs ..

O/COMP/112/2015 ORDER

IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

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COMPANY PETITION NO. 112 of 2015

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In COMPANY APPLICATION NO. 71 of 2015

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==============================================================

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TANTI HOLDINGS PRIVATE LIMITED....Petitioner(s)
Versus

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......Respondent(s)

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==============================================================

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Appearance:

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MRS SANGEETA N PAHWA, ADVOCATE for the Petitioner(s) No.
1

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MR DEVANG VYAS, ADVOCATE for the Respondent(s) No. 1

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==============================================================

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CORAM: HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

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Date : 02/07/2015

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ORAL ORDER

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1.The present petition is filed under the
provisions of Sections 391 to 394 of the Companies
Act, 1956 seeking sanction of this Court for the
Scheme of Amalgamation of Suruchi Holdings Private
Limited and Samiran Jaipur Windfarms Private Limited
with Tanti Holdings Private Limited.

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2.The petitioner filed Company Application No.71 of
2015 seeking dispensation of the meetings of the
Equity Shareholders and Preference Shareholders of the
petitioner. The petitioner further submitted that this
being the Transferee Company, the meetings of the
Creditors is not required to be held. By an order
dated 26.03.2015 passed in Company Application No.71
of 2015, this Court ordered dispensation of the
meeting of the equity shareholders and preference

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Page 1 of 5

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O/COMP/112/2015 ORDER

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shareholders and further ordered that this being the
transferee company, the meeting of the creditors is
not required to be held.

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3.It is stated on behalf of the petitioner that as
the registered office of the transferor companies are
situated in the State of Maharashtra and Rajasthan,
separate proceedings by the transferor companies for
sanction of the scheme are taken out before the
appropriate Hon'ble High Court.

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4.The petitioner thereafter filed the present
petition, seeking sanction of the Scheme of
Amalgamation.

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5.By an order dated 10.04.2015, this Court admitted
the petition and directed issuance of notice to the
Regional Director. This Court also dir3ected
publication of notice of petition in English daily
'Indian Express' and in Gujarati daily 'Sandesh'.

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6.It is submitted that pursuant to the order dated
10.04.2015, the petitioner has published the notice of
petition in Gujarati daily 'Sandesh' and English daily
'Indian Express' having circulation in Ahmedabad on
16.04.2015. The authorized officer of the petitioner
company has filed the affidavit dated 24.04.2015 in
support of publication of advertisements.

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7.In response to the notice issued to the Regional
Director, the Regional Director has filed an affidavit

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Page 2 of 5

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O/COMP/112/2015 ORDER

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dated 16.6.2015 making three observations. The first
observation made by the Regional Director is with
regard to transfer of power generation units of the
Transferor company namely M/s. Samiran Jaipur
Windfarms Private Limited. The second observation is
with regard the applicability of the NBFC Act. The
third observation made by the Regional Director is
with regard to the comments from the Income Tax
Department.

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8.In response to the report of the Regional
Director, the petitioner transferee company has filed
affidavit dated 01.07.2015. With regard to the first
observation, it is stated on behalf of the petitioner
that there is no question of transfer in the instant
case since this is a matter of merger and post merger
becoming effective, all the rights of Samiran Jaipur
Windfarms Private Limited (the 'Transferor Company
No.2') would automatically vest with the Transferee
Company by virtue of the sanction of the Scheme. It is
further stated that no specific approval, licences or
permissions from any competent authority is required
by the Transferee Company for the purpose of
undertaking the activities of the Transferor Company
No.2.

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9.With regard to the second observation, it is
stated that it is incorrect to categorize the
Petitioner Company as a NBFC. It is stated on behalf
of the petitioner that as on 31st January 2015, the
income from the financial assets of the Petitioner

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Page 3 of 5

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O/COMP/112/2015 ORDER

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Company does not exceed 50% of the total income and
therefore, the petitioner company is not NBFC.
Reliance is also placed on a certificate issued by the
statutory auditors of the petitioner-company.

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10.With regard to the third observation, it is
submitted that the 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 company undertakes to comply with the
provisions of the Income Tax Act and the Rules.

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11.Having heard Mr. Navin K. Pahwa, learned counsel
for the petitioner company, Mr. Devang Vyas, learned
Assistant Solicitor General for Regional Director and
upon perusal of the report of the Regional Director,
the affidavit-in-reply filed on behalf of the
petitioner company and having considered the Scheme of
Amalgamation together with relevant documents on
record, the Court finds that the petitioner company
has satisfactorily explained the observations made by
the Regional Director in the affidavit. No other
contention is raised in the course of oral arguments.
Considering the facts and circumstances, the Scheme is
required to be sanctioned.

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12.In view of the above, the Scheme of Amalgamation
is sanctioned. The sanction of the Scheme by this
Court is subject to sanction of the scheme by the
concerned High Court on the proceedings taken out by

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Page 4 of 5

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O/COMP/112/2015 ORDER

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the respective transferor companies.

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13.The cost of the petition is determined at
Rs.7,500/-, which shall be paid by the petitioner, by
drawing a Pay Order in favour of Mr. Devang Vyas,
learned Assistant Solicitor General.

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14.The petitioner company 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.

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15.Filing and issuance of drawn up order is hereby
dispensed with. All the authorities to act on a copy
of this order along with the Scheme duly authenticated
by the Registrar of this Court. The Registrar of this
Court shall issue the authenticated copy of this order
along with Scheme as expeditiously as possible.

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16.Accordingly, the petition is disposed of.

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(VIPUL M. PANCHOLI, J.)

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Jani

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Page 5 of 5

Tanti Holdings Private Limited v. ..

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Tanti Holdings Private Limited v. ..

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