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2016 (8) TMI 571

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....e Company; proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both these companies belong to the same group of management and are engaged in commercial activities which are similar in nature and complimentary to each other viz. providing environmental solutions to achieve Zero Liquid Discharge. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation of their activities shall be beneficial for rapid growth of operations of the Transferee Company. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It has been submitted that vide orders dated 16th February 2016 passed in Co. Ap....

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....ons even after the publication and the same has been further confirmed by the additional affidavit dated 1st August 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dated 9th August 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 Company have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner transferor company may be dissolved without following the process of wi....

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....etitioners as follows: (i) It has been submitted that observations made vide para 2(a), (b) and (c) are factual statements and do not require any response. (ii) The observation made vide para 2(d) pertains to clause 12.2 of the Scheme vide which the name of the Transferee Company is proposed to be changed to Arvind Envisol Limited. The petitioner company has undertaken to comply with the requisite procedure to confirm the availability of name, pay the requisite fees for the same and file the requisite forms with the Registrar of Companies in this regard. In light of the same, it is not necessary to issue any directions in this regard. (iii) The observation of the Regional Director made vide para 2(e) pertains to the letter dated 24th Jun....

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....o be sanctioned and the same is hereby sanctioned. 9. Prayers in terms of paragraph 19(a) of the Co. Petitions No. 238 and 239 of 2016 for the Petitioner Companies are hereby granted. 10. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at Rs. 7,500/per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at Rs. 7,500/ per petition payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator. 11. The petitioner companies are further directed to lodge a copy of this order, the detailed sched....