9911796707
TMI Blog2016 (2) TMI 757X X X X Extracts X X X X X X X X Extracts X X X X ..... No.432/2015 is concerned, page83 has been wrongly annexed, as it is a duplicate of page84. She prays for permission to replace page83 with the correct page. She is permitted to do so. 2. These petitions have been filed by the Petitioner Companies for the sanction of the Scheme of Amalgamation between Digjam Limited and Digjam Textiles Limited and their respective creditors and shareholders ("Scheme") under Sections391 to 394 of the Companies Act, 1956, along with the corresponding provisions of Companies Act, 2013. 3. Digjam Limited ("DL" or "Transferor Company") is a listed public limited company and the shares of DL are listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'). Digjam Textiles Limited ("DTL" or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of the Secured Creditors and directed the Transferor Company to send individual notices to the Secured Creditors of DL. The affidavit dated 14.12.2015, confirming the said compliance, had been placed on record. 7. Further, with respect to DTL, pursuant to the order dated 02.11.2015, passed by this Court in Company Application No.332 of 2015, the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors was dispensed with. 8. The substantive petitions filed by the petitioner Companies were admitted, vide an order dated 18th December, 2015. The public notices for the same were duly advertised in the Ahmedabad edition of the English daily newspaper "Indian Express" and in the Gujarati daily newspaper "Jansatta", on 30 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y should pay the necessary fees including other fees and charges for alteration of its name to M/s.Digjam Limited in compliance of Section 13 of the Companies Act, 2013. The Hon'ble Court may therefore be pleased to direct the petitioner transferee company to comply with the relevant provisions of the Companies Act, Name availability guidelines and ensure the payment of applicable fees/charges for alteration of the name of the petitioner transferee company as M/s.Digjam Limited, besides payment of Stamp Duty payable as per rules of transfer of assets to transferee company on amalgamation. d) The Hon'ble Court may therefore be pleased to direct the petitioner companies to undertake compliance of Income Tax Act and Rules in the matter. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Shareholders of the Transferee Company, while approving the Scheme as a whole, have also accorded the relevant consents as required respectively under Sections13 and 14 of the Companies Act, 2013 and Section394 of the said Act, or any other provisions of the statute, and there is no reason to undertake separate formalities for change in the name of the petitioner companies. Having regard to the undertaking given by the petitioner companies in the affidavit filed before this Court, to pay the necessary fees and charges, no further directions are required to be issued to the petitioner companies in this regard. 16. Dealing with the fourth observation, the petitioner companies undertake to comply with all the applicable provisions of the In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unts, papers and records and not dispose the same without prior permission of the Central Government as per Section 396A of the Companies Act, 1956, it is submitted by Ms.Raval, upon instructions, that as observed by the Official Liquidator the books of account and papers would be preserved by the petitionerCompany as per Section396A of the Companies Act, 1956. 20. In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the petitionerTransferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest, in the view of this Court, there does not appear to be any impediment in grant ..... X X X X Extracts X X X X X X X X Extracts X X X X
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