TMI Blog2016 (2) TMI 686X X X X Extracts X X X X X X X X Extracts X X X X ..... ll preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act,1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the Petitioner Companies shall not be absolved of any of their statutory liabilities. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner-companies as on the date of this order and the Scheme, duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamp Duty, if any, on the same within sixty (60) days from the date of the o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 The petitioner of Company Petition No. 338 of 2015 i.e. Rishi Infotech Private Limited, had filed Company Application No. 254 of 2015, for requisite directions for dispensing with the 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 13.08.2015, passed in Company Application No. 254 of 2015, had dispensed with the requirement of holding 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 the Unsecured Creditors of the Company. 4 The petitioner of Company Petition No. 337 of 2015 i.e. Advance Fluid Controls Private Limited, had ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitons. 7 In response to the notice issued by the Court, the Regional Director has filed a common affidavit in reply dated 16.12.2015, making three observations. The first observation is with regard to Clause No. 10.1 of The Scheme of Amalgamation, to the effect that the Company will observe with the Accounting Standard14 as prescribed by the Institute of Chartered Accountants of India as well as any reserve which arises on account of amalgamation shall be credited to the amalgamation reserve. The second observation made by the Regional Director is that the Transferee Company has not convened the meeting of the preference shareholders of the Transferee Company and the petitioner Transferee Company has not provided an order directin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... direction to the Company to preserve their books of account, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396 A of the Companies Act, 1956. 9 Having heard Mr. Bharat T Rao, 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 the Regional Director and after considering the Scheme of Amalgamation, together with the relevant documents on record, this Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 10 In view of the abo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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