TMI Blog2016 (4) TMI 393X X X X Extracts X X X X X X X X Extracts X X X X ..... ts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act,1956. - COMPANY PETITION NO. 13, 14, 15 of 2016, COMPANY APPLICATION NO. 393, 394, 395 of 2015 - - - Dated:- 30-3-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1. These petitions have been filed by three companies, for the purpose of obtaining the sanction of this Court to a Scheme of Arrangement, in the nature of Amalgamation of Rajhans Infra Projects Private Limited and Rajhans Infra Link Private Limited, the Transferor Companies, with Laxmikrup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Gazette was dispensed with, as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. This fact has been confirmed vide the common additional affidavit dated 28th March, 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. A Report dated 23rd March, 2016 has been filed by the Official Liquidator, after taking into account the Report of the Chartered Accountant appointed by him, out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Companies have been conducted within their object clauses and have not been conducted in any manner prejudi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the requisite resolution dated 21st March, 2016. Copies of these Resolutions are placed on record along with the Common Additional Affidavit dated 28th March, 2016. The petitioner Companies have prayed to grant such amendment to the Scheme and Clause 1.2 of the proposed Scheme to be amended for replacing the words, 1st day of April 2016 in place of 16th day of March 2016 . Considering the facts and circumstances, the said amendment is hereby granted and the petitioners are directed to carry out the relevant modification in the proposed Scheme. 7. Notice of the petitions have been served upon the Central Government and Mr.Kshitij Amin, learned Central Government Standing Counsel has appeared for Shri Devang Vyas, learned Assistant Soli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts, particularly in light of the fact that all the Shareholders of all the Companies have thought it appropriate to approve the Scheme with the proposed exchange ratio and no questions have been raised in this regard. (iii) Vide Paragraph2( e) of the affidavit, it has been observed by the Regional Director that the Scheme does not provide for any clause / subclause for fractional entitlements for the Equity Shareholders of the petitioner Transferor Companies. The petitioner Companies have undertaken to round off the fractional entitlement, if any, to the subsequent integer. (iv) The observation of the Regional Director made vide paragraph2(f) pertains to letter dated 16th February 2016 sent by the Regional Director to the Income Tax D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Central Government Standing Counsel are concerned, they are quantified at ₹ 7,500/per petition. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. Costs to be paid to the Office of the Official Liquidator are quantified at ₹ 7,500/per petition payable only by the Transferor Companies. The same may be paid to the Office of the Official Liquidator. 12. The petitioner Companies are further directed to lodge a copy of this order, the schedule of immovable assets of the undertaking being transferred under the slump sale and that of the remaining undertaking of the Transferor Company, being transferred to Transferee Company, as on the date of this order and the Scheme duly authenticated by the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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