TMI Blog2016 (3) TMI 788X X X X Extracts X X X X X X X X Extracts X X X X ..... period prior to the sanction of the scheme and thereafter. Further, the petitioner companies, as per their undertaking in rejoinder to reply Affidavit of the Regional Director, would be under an obligation to make compliance with the Income Tax Act, 1961 in the matter. They have also undertaken to seek compounding of procedural irregularities/ defaults under the Companies Act, 1956, if required, in accordance with law. 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, in the event the scheme is sanctioned. The required procedures for initiating a merger and seeking sanction thereof from the Company cou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... apital of ₹ 10,00,000/- (ten lacs) divided into 10,000 equity shares of ₹ 100/-. The paid up share capital is ₹ 7,41,000/- divided into 7,410 equity shares of ₹ 100/-. In the Board meeting held on 7-1-2015 the scheme of amalgamation of the transferor company Rajasthan Hardware Private Limited with the transferee company Rajasthan Aluminium House Private Limited was approved, with a view to facilitate effective and efficient management of the businesses, as also reduce administrative and operating costs. Meeting of the shareholders and creditors, secured and unsecured, was dispensed, in the facts of the case obtaining with by this court vide order dated 27-3-2015 in SB Company Application No.13/2015 with liberty to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding is sought with regard thereto. As far as the alleged non compliance by the transferor company of Section 187(c) of the Act of 1956 is concerned, it has been submitted that the said compliance has made, albeit belatedly, and if required application for compounding will be made. The Official liquidator attached this Court has filed his report on 2-9- 2015 wherein also it has been found that the affairs of the transferor company have not been conducted in a manner prejudicial in the interest of its members, creditors and public at large. Consequently, the Official Liquidator has no objection against the sanctioning of the scheme. Heard and considered the submissions made by the counsel for the petitioner, the Regional Director, Mini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ccordance with law. 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, in the event the scheme is sanctioned. The required procedures for initiating a merger and seeking sanction thereof from the Company court have been followed. Consequently, the company petition is allowed. This Court does hereby sanction the scheme of amalgamation set forth in Annexure-5 appended to the Company Petition and does hereby declare the same to be binding on creditors and equity shareholders of both the transferor company Rajasthan Hardware Private Limited and the transferee company Rajasthan Aluminium House Private Lim ..... X X X X Extracts X X X X X X X X Extracts X X X X
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