TMI Blog2016 (4) TMI 919X X X X Extracts X X X X X X X X Extracts X X X X ..... r the proposed Scheme appears to be in the interest of the companies and their members and creditors and, therefore, deserves to be sanctioned. Accordingly, the Scheme, as proposed by the Petitioner Company is hereby sanctioned with an amendment in Clause 5.1 and Clause 12, as stated in the Affidavit filed by the Petitioner Company. It is, however, clarified that the sanctioning of this Scheme would not absolve anyone, who is otherwise liable for any responsibility or liability, only on account of this sanctioning. It is clarified that the implementation of the present order shall be subject to the proceedings filed by the Transferor Company – 1 and Transferee Company before the High Court of Judicature at Bombay. - COMPANY PETITION NO. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on in the multiplicity of regulatory compliances and record keeping. 3. It has been pointed out that vide the order dated 22nd December, 2015 passed in the Company Application No. 386 of 2015, the meetings of the Equity Shareholders were dispensed with in view of the written consent letters of all the Equity Shareholders. The meetings of the Secured Creditors were dispensed with in view of the fact that there are no Secured Creditors. The meeting of the Unsecured Creditors were dispensed with in view of the fact that there is no Arrangement and/or compromise with the Unsecured Creditors as no sacrifice is called for under the proposed Scheme. 4. The substantive Petition filed by the Petitioner Company, being Company Petition No. 11 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 552 the figure 5528 has been typed. It is submitted that the Board of the Petitioner Company has also passed a resolution dated 18th March, 2018 noting the mistake and, thereafter, approving the change. 2. In response to the second observation made on the behalf of the Income Tax Department, it is submitted that the petitioner company undertakes to comply with the provisions of the Income Tax Act and the Rules. 3. The Regional Director, in his affidavit, has also stated that as per the report of the Registrar of Companies there is no complaint against the Petitioner Companies. 4. In response to the notice issued by this Court, the Official Liquidator has filed his Report dated 11th April, 2016, wherein, it is, inter alia, state ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the details and the comments offered by the Chartered Accountants, has opined that in view of the report of the Chartered Accountants, the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest in terms of the second proviso to section 394(1) of the Companies Act, 1956 and, therefore, the Petitioner Transferor Company may be dissolved without being woundup. 9. In view of the above discussion, the observations made by the Regional Director having been addressed and the Official Liquidator having opined that the affairs of the Petitioner Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 13. The Petitioner Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with EFrom INC28 in addition to physical copy as per relevant provisions of the Act. 14. Filing and issuance of drawn up order is hereby dispensed with. 15. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order ..... X X X X Extracts X X X X X X X X Extracts X X X X
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