TMI Blog2016 (3) TMI 293X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangement in the nature of Amalgamation amongst the petitionerCompanies and their respective shareholders and creditors deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the Equity Shareholders, Secured Creditors, Unsecured Creditors of the petitionerCompanies and all other agencies, departments and authorities of the Central, State and any other local authorities. It is ordered that as required under Section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same.The petitionerCompanies are directed to file a copy of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have their registered office situated at D902, Ganesh Meridian, Opposite Gujarat High Court, S.G.Highway, Sola, Ahmedabad 380061, Gujarat. Further, the entire issued, subscribed and paid up capital of the Transferor Company is held by the Transferee Company and its nominees. 5. The respective petitions by the petitioner Companies set out the details about their share capital, the objects with which the companies came to be incorporated and other relevant facts. The Transferor Company is, interalia, engaged in the business of manufacturing, processing, designing, importing, exporting, exchanging, selling, dealing and conducting business as brokers, agents, stockists, job workers and suppliers of printed circuit boards (whether populated, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t received from them. Since the Transferee Company had both Secured and Unsecured Creditors, directions were sought for convening the respective meetings of the Secured and Unsecured Creditors of the Company. This Court, by an order dated 1st October, 2015, took note of the aforesaid fact and in view of the consent letters received from the Equity Shareholders, dispensed with the said meeting and issued necessary directions for convening the respective meetings of the Secured and Unsecured Creditors of the Company. 9. The present substantive petitions came to be filed thereafter, placing the Scheme of Amalgamation for the consideration and sanction of this Court. 10. Both the petitions were admitted by orders dated 26th November, 2015 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t no reply has been received from the Income Tax Department to the letter issued by him inviting specific comments. In this regard, it is submitted that as per the relevant Circular of the Ministry of Corporate Affairs dated 15.01.2014, if no response is received from the Income Tax Department within the stipulated period of fifteen days, it may be presumed that the Income Tax Department has no objection to the proposed action under Section391 or 394 of the Companies Act, 1956. 15. The Official Liquidator, in his Report dated 12th February, 2016, filed in Company Petition No.404 of 2015, has stated in paragraph18, that the affairs of the petitionerCompanies have not been conducted in a manner prejudicial to the interest of the members or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall pay towards professional charges to learned Assistant Solicitor General ₹ 7,500/each in respect of both the petitions. The Official Liquidator shall be paid costs of ₹ 7,500/in respect of petition by the Transferor Company, being Company Petition No.404 of 2015. 20. The petitionerCompanies are further directed to lodge a copy of this order, the schedules of immovable assets of the Transferor Company as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat and pay appropriate stamp duty as per applicable laws. 21. The petitionerCompanies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along wi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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