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In Re : Competent Hotels Private Limited (Transferor Company) and Others with Mahindra Holidays and Resorts India Limited (Transferee Company)

2016 (3) TMI 697 - RAJASTHAN HIGH COURT

Scheme of amalgamation - Held that:- Having examined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed.

Consequently, the company petition is allowed. This Court does hereby sanction the scheme of amalgamation set forth in Annexure-1 appended to the Company Petition and does hereby declare the same to be binding on creditor .....

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ompanies (Court) Rules, 1959. - S.B. Company Petition No.19/2015 - Dated:- 19-2-2016 - MR. ALOK SHARMA, J. Mr. Amol Vyas, for the petitioners. Mr. Gaurav Sharma, for the OL. Mr. R.K. Meena, Official Liquidator. BY THE COURT: This Company petition has been filed by the petitioner Divine Heritage Hotels Private Limited (Transferor Company) seeking sanction of the scheme of amalgamation and arrangement with Mahindra Holidays & Resorts India Limited (Transferee Company) filed under Sections 391( .....

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ued, subscribed and paid up share of the petitioner company was 70,00,000/- having 7,00,000 equity shares of ₹ 10/- each. There is no change in the capital structure. The authorised share capital of the Mahindra Holidays & Resorts India Limited (Transferee Company) as on 31-3-2015 was 1,00,00,00,000 having 10,00,00,000 equity shares of ₹ 10/- each. Issued, subscribed and paid up share capital was ₹ 88,02,62,510/- having 88,780,856 equity shares of ₹ 10/- each. There i .....

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a Limited (Transferee Company) have approved the scheme in its meeting of 22-1-2015. A copy of the same has been enclosed herewith as Annexure-7. Meeting of the equity shareholders and unsecured creditors for holding the meeting was dispensed with by this court vide order dated 3- 7-2015 in SB Company Application No.22/2015 as they had approved and confirmed the scheme of amalgamation as evident from their consent in writing annexed with the fist motion. There was no secured creditor of the tran .....

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published have been filed before this court. Despite that no one has appeared to object to the scheme of amalgamation. The Official liquidator attached this Court has filed his report on 8-2- 2016, which discloses no objection to the scheme of amalgamation as approved and adopted in the meeting of shareholders and creditors of which sanction was sought from this court. The Regional Director in his affidavit filed on 20-11-2015 has submitted that the Income Tax Department vide letter dated 7-10- .....

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has not been done. Heard and considered the submissions made by the counsel for the petitioner, the Regional Director, Ministry of Corporate Affairs as well as the Official Liquidator and examined the material placed on record. In my considered opinion none of the aforesaid objections brought on record by the Regional Director have any bearing on the sanction of the scheme of amalgamation by this court. For one, the scheme of amalgamation as adopted and approved by the shareholders and creditor .....

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transferee company is a matter, which in my considered opinion is not relevant for this court on the say of the Regional Director as none of the employees of the transferor company has approached this court despite publication of notice regarding this petition for sanction of the scheme. The scope of the Company Court sitting over an application for sanctioning a scheme of amalgamation on an application under sections 391 to 394 of the Act of 1956 is supervisory in nature and limited to ensuring .....

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