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TMI Blog2012 (6) TMI 128X X X X Extracts X X X X X X X X Extracts X X X X ..... the shareholders are obtained. It was stated on behalf of the petitioner that the petitioner does not have any creditor. This Court vide order dtd. 16.12.2010 made in Company Application No. 379/2010 ordered dispensation of meeting of the shareholders of the petitioner company. 3. Anand Yogesh Shares & Consultancy Private Limited, the transferor company filed Company Application No. 380/2010 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 dtd. 16.12.2010 made in Company Application No. 380/2010 ordered dispensation of meeting of the shareholders of the petitioner company. 4. Bhaktisuri Shares & Services Private Limited, the transferor company filed Company Application No. 381/2010 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 dtd. 16.12.2010 made in Company Application No. 381/2010 ordered dispensation of meeting of the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10. Vajshah Shares & Consultancy Private Limited the transferor company, filed Company Application No. 387/2010 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 dtd. 16.12.2010 made in Company Application No. 387/2010 ordered dispensation of meeting of the shareholders of the petitioner company. 11. Dharmanath Shares & Services Private Limited, the transferee company, filed Company Application No. 388/2010 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 and it was further stated that the petitioner being transferee company, the meeting of creditors even otherwise not required to be held. This Court vide order dtd. 16.12.2010 made in Company Application No. 388/2010 ordered dispensation of meeting of the shareholders of the petitioner company. 12. The petitioners thereafter filed Company Petitions seeking sanction of the Scheme of Amalgamation. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Petition Nos. 220,222,225,226 and 227 of 2010 and also an affidavit in Company Petition No. 228 of 2010. 18. In response to the first observation of the Regional Director, which is with regard to allotment of shares and forfeiture thereof, it is stated on behalf of the petitioner that it is the sole discretion of the Board of Directors of the Company to issue and allot shares. It is further stated that it is also the sole discretion of the Board of Directors of the Company to pass necessary resolution for forfeiture of shares in case of failure on the part of the shareholder in not depositing the call money on demand. It is also stated that the provisions of the Companies Act or any other statute does not contain any prohibition against such actions on the part of the Board of Directors. Without prejudice, it is also stated on behalf of the petitioner that by the act of forfeiture, the concerned petitioner companies have received moneys and there is no out flow of funds from the corpus of the Company. 19. With regard to second observation which is on the aspect of fixation of premium amount on the allotment of shares, it is stated on behalf of petitioners that the fixation of p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... placed on the judgment of this Court rendered in the Company Petition No. 307/2008. By relying upon the said judgment, it is urged that as held by this Court, any proceedings under the Income Tax Act cannot be a relevant circumstance for not sanctioning the scheme. The learned counsel for the petitioner extensively relied upon the said judgment and has submitted that by making appropriate observations, this Court may grant sanction to the Scheme. This Court (Coram: Jayant Patel, J.) vide order dated 17.09.2009 passed in Company Petition No. 307 of 2008 has observed thus:- "10. The perusal of the points which have been raised by the Official Liquidator and re-produced at para 10 in the report, prima facie go to show that as per the Official Liquidator, there are certain contravention to the provisions of the Income Tax Act, Central Excise Laws and other relevant statute by the transferor company. Whereas, the case of the transferor company is that there is no concluded finding of any authority for breach of the relevant provisions of the Act by the company under the relevant statute. Under these circumstances, at the most it can be said that there is alleged contravention as per t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard of Directors of the Company to forfeit the shares of the concerned shareholder. In any case, such aspects would not affect Scheme of Amalgamation as proposed under Section 391-394 of the Companies Act, 1956. The Court finds that there is nothing in the report which adversely affects the interest of the Company and/or its shareholders, or creditors by virtue of the provisions of the Scheme of Amalgamation. The Scheme of Amalgamation is also not against the public interest. Without prejudice, sanction of the Scheme would not conclude the issues which are raised by the Regional Director. In the circumstance, the Court does not find anything objectionable which would render the Scheme invalid. 24. There are no other objections received on the record of the present petitions. There are no other adverse circumstances against sanction of the Scheme. 25. In the facts and circumstances, the Scheme of Amalgamation as annexed at Annexure 'C' to the petitions is hereby sanctioned. It is however, observed that the transferor companies will preserve their books, papers and records for a period of 8 years from the date of sanctioning of scheme of amalgamation and will not dispose of the rec ..... 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