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TMI Blog2016 (4) TMI 616X X X X Extracts X X X X X X X X Extracts X X X X ..... under Sections391 to 394 of the Companies Act, 1956. 2. It has been contended that both the companies belong to the same group of management and are wholly owned subsidiaries of Aavid Thermalloy LLC, a US based company. The commercial activities of both these companies are interconnected viz. thermal management solutions. The amalgamation is proposed in order to achieve synergic benefits arising due to consolidation of the entities. The petitions give in details the benefits envisaged due to the Scheme. 3. It has been pointed out that vide the order dated 22nd January 2016 passed in the Company Application No.32 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Company were dispensed with in view ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6th April 2016, filed by the Official Liquidator, it is observed that the affairs of the Transferor company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. However, the Official Liquidator has requested this Court to direct the Transferee Company to preserve the books of accounts and records of the Transferor Company for a period of 8 years from the date of the sanctioning of the Scheme and not to dispose off the same, without the prior permission of the Central Government. The Petitioner companies are, accordingly, directed to preserve the books and records of the Transferor Company for a period of 8 years from the date of the sanctioning the Scheme and not to dispose of the same, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed. The petitioners have further undertaken to comply with the applicable provisions of the said Acts as and when necessary. Vide paragraph2(d) of the said affidavit it has been observed that the working sheet for calculation of the share exchange ratio has not been submitted by the petitioner companies. In this respect, it has been submitted that since both the companies belong to the same group and all the shares are held by the same parent company, it is not necessary to provide the working sheets. The observation of the Regional Director made vide paragraph2( e) pertains to the letter dated 3rd March 2016 sent by the Regional Director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 day ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osed of, accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, the same are quantified at Rs. 7,500/per petition. The same may be paid to Mr.Devang Vyas, learned Assistant Solicitor General of India. Cost of Rs. 7,500/be paid to the Office of the Official Liquidator towards costs for the Transferor Company. 11. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Transferor Company and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 12. The Peti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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