TMI Blog2016 (6) TMI 856X X X X Extracts X X X X X X X X Extracts X X X X ..... Desai Papers Private Limited, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation between N. Desai Enterprises (India) Private Limited viz. the Transferor Company and N. Desai Papers Private Limited viz. the Transferee Company proposed under Sections 391 to 394 of the Companies Act, 1956. 2. Ms. Vaibhavi Parikh, learned advocate for the petitioner companies submitted that N. Desai Enterprises (India) Private Limited, the Transferor Company is a private limited company and presently engaged in the wholesale trading business of paper and paper board. N. Desai Papers Private Limited, the Transferee Company is a private limited company and presently engaged in the wholesale trading business of paper and paper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the meeting of the Equity Shareholders of the Company were dispensed with in view of the written consent letters from all its shareholders, approving the proposed scheme and confirmation of the same by the certified Chartered Accountant, being placed on record. The meeting of the Creditors of the Transferee Company was dispensed with accepting the contention that rights and interests of these creditors are not being adversely affected due to the proposed scheme. 6. The substantive petitions for the sanction of the scheme were filed by both the Companies which were admitted on 13th April, 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being The 'Indian Express and Jai Hind both Ahmedabad Ed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pertains to absorbing the permanent employees of the Transferor Company by the Transferee Company as envisaged in the Scheme and amend Clause 12 of the Scheme accordingly. In response to the said observation, the learned counsel for the Petitioner Companies submitted that the employees other than permanent employees that are employed by the Transferor Company are as per the contractual obligations and therefore cannot be absorbed by the Transferee Company as the validity of the contract is for a specific period. In any case, the employees other than the permanent employees are automatically covered under the scheme as all the contracts entered into by the Transferor Company which are valid as on the effective date shall be binding on the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation against the Scheme of Amalgamation. It has also been observed by the Regional Director that the proposed Scheme of Amalgamation is not prejudicial to the interest of Shareholders of the Petitioner Companies and the public at large. 9. Notice of the petition of the Transferor Company was served upon the Official Liquidator. The Official Liquidator filed his report dated 7th June, 2016. The Official Liquidator has opined 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. The Official Liquidator has requested that the Transferor Company may be directed to preserve the books of accounts, papers and records and not to dispose of the records ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Companies are directed to file a copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC-28 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 along with Scheme as expeditiou ..... X X X X Extracts X X X X X X X X Extracts X X X X
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