TMI Blog2016 (2) TMI 280X X X X Extracts X X X X X X X X Extracts X X X X ..... lities. - COMPANY PETITION NO. 245, 246, 247 of 2015, COMPANY APPLICATION NO. 183, 184, 185 of 2015 - - - Dated:- 10-12-2015 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR VIJAY H PATEL, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, LEARNED CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, LEARNED ASSISTANT SOLICITOR GENERAL OF INDIA COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956, seeking sanction of this Court to the Scheme of Amalgamation of Himgiri Solutions Private Limited (1st Transferor Company) and Destiny Zone Security Solutions Private Limited (2nd Transferor Company) with Ranjeet Electric Private Limited(Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions for the dispensing of convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner Company. This Court, by its order dated 14.07.2015, passed in Company Application No.185 of 2015, had dispensed with the requirement of holding of the meeting of the Equity Shareholders, in view of the written consent of all the Equity Shareholders and the majority of the Secured as well as Unsecured Creditors of the Company. 5. The petitioners, thereafter, filed Company Petition No. 245 of 2015 to Company Petition No. 247 of 2015 respectively, seeking the sanction of the Scheme of Amalgamation. By a separate order dated 27.07.2015, this Court admitted all the petitions and directed th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital nature (and not of a revenue nature) is not available for distribution of dividend, therefore, this Court may direct the petitioner Transferee Company to comply with the requirements of Accounting Standard 14, strictly. 8. The other observation made by the Regional Director is with regard to the comments from the Income Tax Department. According to the Regional Director, the petitioner Companies may be directed to undertake compliance of the Income Tax Act and the Rules framed thereunder. 9. In response to the affidavit filed by the Regional Director dated 04.11.2015, the petitioner of Company Petition No.245 of 2015, has filed a common rejoinder dated 01.12.2015, giving an explanation regarding the observations made by the Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Section 396A of the Companies Act, 1956. 12. Having heard Mr.Vijay Patel, learned advocate for the petitioner Companies and Mr.Kshitij Amin, learned Central Government Standing Counsel for Mr.Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and Regional Director and having considered the Scheme of Amalgamation, together with the relevant documents on records, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 13. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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