TMI Blog2016 (9) TMI 267X X X X Extracts X X X X X X X X Extracts X X X X ..... bility, if any. - COMPANY PETITION NO. 182 of 2016 In COMPANY APPLICATION NO. 146 of 2016 - - - Dated:- 26-8-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THERESPONDENT : MR DEVANG VYAS, ADVOCATE ORAL ORDER 1. The present petition is filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of Udayan Developers Private Limited with Aditya Findings Private Limited. It is reported that as the registered office of Aditya Findings Private Limited, the Transferee Company is situated at Mumbai, the said Company has initiated proceedings for sanction of Scheme before the Hon ble High Court of Judicature at Bombay. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme. The second observation is with regard to obtaining NOC from Reserve Bank of India. The third observation is with regard to the comments from the Income Tax Department. According to the Regional Director, the petitioner Company may be directed to undertake compliance of the Income Tax Act and Rules. 7. In response to the affidavit of the Regional Director dated 29.6.2016, the petitioner has filed an affidavit dated 10.08.2016 giving its response. With regard to the first observation, it is submitted on behalf of petitioner that clause 10.3 of the Scheme provides for reclassification of 15,00,000 preference shares of ₹ 10/each into 15,00,000 equity shares of ₹ 10/each upon sanction. Consequently, upon sanction of the Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitioner to preserve its books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government u/s. 396A of the Companies Act, 1956. The Official Liquidator has also requested this Court to direct the petitioner company to ensure statutory compliances of all applicable laws. 11. Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner company, Mr. Kshitij Amin, Learned Central Government Standing Counsel for Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 15. The petitioner 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 EForm 21 in addition to physical copy as per relevant provisions of the Act. 16. Filing and issuance of drawn up order is hereby dispensed with and all the authorities to act on a copy of this order along with the Scheme and schedule of properties 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 expeditiously as possible. 17. The prese ..... X X X X Extracts X X X X X X X X Extracts X X X X
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