2016 (2) TMI 205

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..... rmin Packaging Private Limited, the Transferee Company, proposed under Section 391 to 394 of the Companies Act, 1956. 2 It has been submitted that both the companies in the proposed Scheme belong to the same group of management viz. Urmin group. Both the Companies are engaged in the business of packers. The Board of Directors of these Companies proposed the amalgamation of these companies so as to achieve consolidation of the group's business and operations and streamlining the current organizational structure. The petitions provide the details of the anticipated advantages. 3 It has been submitted that vide orders dated 23rd November 2015, passed in Company Application No. 359 and 360 of 2015, the meetings of the Equity Shareholders and .....

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..... s or the public interest, hence the petitioner Transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Govt. as per the provisions of Section 396(A) of the Companies Act, 1956. 6 Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Govt. It is further directed that even after the Scheme is sanctioned, the Transferor Company shall comply with all the applicable provisions of law an .....

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..... the Regional Director, vide paragraph 2(d), pertains to the letter dated 15th December 2015, sent by the Regional director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. 10 Considering above fact and circumstances and taking into account the contentions raised in the affidavit .....

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