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2016 (7) TMI 279

Scheme of Arrangement in the nature of amalgamation sanctioned - There does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the material on record and on a perusal of the Scheme, the Scheme appears to be fair and reasonable and is not violative of any provisions of law, nor is it contrary to public policy. As noticed earlier, none has come forward to oppose the Scheme. All requisite statutory compliances have also been substantially fulfil .....

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nafter be referred to as the Transferor Company. 3. Since the two petitions are in relation to the common scheme, they were heard together and are disposed of by this common judgment. 4. Both the Transferor Company and the Transferee Company have their registered office situated at Sur. No. 60/1, Ground Floor, Plot - 1 & 2,Near Shukan Bunglow, Opposite Maheshwari Bhawan, City Light Area, Surat, Gujarat - 395 001. 5. The respective petitions by the Petitioner Companies set out the details abo .....

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creditors of the Company in view of due consents received from them. The Transferor Company further sought directions from this Court for convening the meeting of unsecured creditors of the Company. This Court took note of the aforesaid fact and by an Order dated 16th March, 2016, dispensed with the requirement of holding the meetings of the shareholders and secured creditors of the Company and issued directions for convening the meeting of unsecured creditors of the Company. 8. The Transferee .....

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the same were duly advertised in the newspapers Business Standard English daily, Ahmedabad Edition, and Dhabkar , Gujarati daily, Surat Edition dated 19th May, 2016. The publication in the Government Gazette was dispensed with as per the said Orders. No one has come forward with any objection to the said petitions even after the publication. 12. The notice of the petitions was served upon the Central Government through the Regional Director. A common affidavit dated 10th June, 2016 came to be f .....

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anies to comply strictly with the requirements of Accounting Standard 14. 15. Mr. Rahul Dev has drawn this Court s attention to Paragraph 3.2 of the Additional Affidavit to point out that Clause 18(e) of the Scheme is in conformity with the Accounting Standard 14 whereby the difference between the amount recorded as share capital issued and the amount of share capital of the Transferor Company will be credited in the Reserve A/c where the amalgamation is accounted for under the pooling of intere .....

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mply with the relevant provisions of Companies Act in this regard. Mr. Rahul Dev submits that the Petitioner Companies undertake to comply with the relevant provisions of the Companies Act for payment of applicable fees/charges for alteration of the name of the Transferee Company. The Petitioner Companies also undertake to pay the stamp duty payable as per the applicable rules for the transfer of assets to Transferee Company on amalgamation. 18. With reference to the third observation by the Reg .....

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189 of 2016 in Paragraph 18 stated that the affairs of the Petitioner Companies are not conducted in a manner prejudicial to the interest of its members and they may be dissolved without the process of winding up. 22. In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sanction to the Scheme of Amalgamation, inasmuch as from the mate .....

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shall preserve the same. 25. The petitioner companies shall pay towards professional charges to learned Assistant Solicitor General ₹ 7,500/- each in respect of all petitions. The Official Liquidator shall be paid cost of ₹ 7,500/- in respect of petition by the transferor company being Company Petitions No.189 of 2016. 26. The petitioner companies are further directed to lodge a copy of this order, the schedules of immovable assets of the transferor companies as on the date of this .....

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