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In Re : Rajasthan Hardware Private Limited and Rajasthan Aluminium House Private Limited

2016 (3) TMI 788 - RAJASTHAN HIGH COURT

Scheme of amalgamation - Held that:- From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them of the second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case.

The issue of Income Tax clearance, is a matter which does not directly flow from the language of section 391 of the Act of 1956. Income Tax liability .....

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56, 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 court have been followed. - S.B. Company Petition No.8/2015 with (S.B. Company Application No.13/2015) - Dated:- 25-1-2016 .....

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ders, secured creditors and the unsecured creditors of the transferor company and the transferee company. The facts of the case are that the transferor company Rajasthan Hardware Private Limited was incorporated on 16-7-1999 under the Act of 1956 with its registered office at 5 Sethaniji ka Bagh, Moti Doongari Road, Jaipur. It has an authorised share capital of ₹ 5,00,000/- (Rs.five lacs) divided into fifty thousand equity shares of ₹ 10/-. The paid up share capital is ₹ 5,00,0 .....

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0 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 t .....

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further directions to publish the same in two daily news papers i.e. Dainik Navjyoti Jaipur Edition and Financial Express Delhi Edition. This was so done on 28-5-2015, copies of notices published, as directed, have been filed before this court. Despite that no one has appeared to object to the scheme. The Regional Director has filed two affidavits on 20-11-2015 and 6- 1-2016. Nothing substantial has been stated in the said affidavit and nor any objection to oppose the sanction of amalgamation s .....

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en to the Registrar of Companies to prosecute in respect thereof, unless compounding 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 tran .....

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ing a scheme of amalgamation which is fundamentally a commercial documents on an application under sections 391 and 394 of the Act of 1956 is supervisory in nature and limited to ensuring that the scheme is transparent, fair and reasonable and in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them of the second motion under Sections 39 .....

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