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TMI Blog2007 (12) TMI 292X X X X Extracts X X X X X X X X Extracts X X X X ..... companies belong to the same group of management. 2. The transferor-companies and the transferee-company belong to the same group of management and are engaged in a similar line of commercial activities in the related sector. Moreover, the business line is similar as well as complementary in nature, hence, the Board of Directors of all these companies thought it fit to amalgamate them for achieving synergic advantages. It is thought fit to consolidate all the operations under one company. This would lead to benefits of economies of the scale, make administration easier and control systems more efficiently. The amalgamated company would be in a position to maximise its profits through optimum utilisation of its resources and minimising admi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tten consent letters placed on record. There are no secured creditors and certificate of the chartered accountant for such purpose was produced on the record of the company application. 6. In the same manner, vide order dated 2-8-2007, passed in Company Application No. 323 of 2007 in Shree Saibaba Finsec (P.) Ltd., In re, the transferor-company, meetings of equity shareholders and unsecured creditors were dispensed with in view of the written consent letters placed on record. There are no secured creditors and certificate of the chartered accountant for such purpose was produced on the record of the company application. 7. All the four petitions were admitted vide separate orders dated 8-8-2007. Public notices for Company Petition Nos. 16 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ations are made by the Regional Director. A further affidavit is filed by Mr. R.K. Dalmia, Deputy RoC from the office of the RoC, Ahmedabad. An additional affidavit is filed by Mr. Girish Kantilal Chudasama, Director of Aegis Healthcare (P.) Ltd., wherein issues raised by the Regional Director were dealt with. 10. So far as the first objection is concerned, a copy of latest audited financial statement for the year ended on 31-3-2007, for the transferee-company as well as the transferor-companies were annexed along with the said additional affidavit. 11. So far as the second issue is concerned, it is submitted that in case of increase of share capital or transfer of share capital of transferor-companies to transferee-company or combined au ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on amalgamation of transferor-company with the transferee-company. It is permissible and not necessary to follow the procedure under section 94/97 of the Act, read with sections 391 and 394 of the Act, under which the scheme has to be sanctioned. In support of submissions, Mr. Sudhir M. Mehta, learned advocate appearing for the petitioner-companies relied on the decision of the different High Courts : (1)Jaypee Cement Ltd., In re [2004] 124 Comp. Cas. 8541 (All.); (2)Saboo Leasing (P.) Ltd., In re [2003] 117 Comp. Cas. 7282 (AP). (3)Ashim Investment Co. Ltd., In re [2007] 138 Comp. Cas. 89 (Delhi); and (4)PMP Auto Industries Ltd., In re [1994] 80 Comp. Cas. 289 (Bom.). 12. Since the Regional Director himself has not objected to the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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