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IN RE : UDAYAN DEVELOPERS PRIVATE LIMITED

2016 (9) TMI 267 - GUJARAT HIGH COURT

Scheme of Amalgamation is sanctioned. The sanction of the scheme is subject to the sanction of the Scheme by the Hon’ble High Court of Judicature at Bombay in the petition med by the Transferee company. It is further directed that the petitioner Company shall preserve its books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner company is also directed to ensur .....

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ct, 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. 2. The petitioner, earlier filed Company Application No. 146 of 2016 seeking dispensation of the meetings of the Equity S .....

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e to the Regional Director as well as to the Official Liquidator. This Court also directed publication of notice of petition in English Daily Indian Express and vernacular daily Gujarat Mitra , having circulation in Surat. 5. Pursuant to the order dated 4.5.2016. the petitioner has published the notice of petition in Gujarati Daily Gujarat Mitra and English Daily Indian Express , both having circulation in Surat, on 30.5.2016. The Authorised Signatory of the petitioner company has filed an affid .....

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nts 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 ₹ 1 .....

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per Clause 10.3 of the Scheme is not sufficient for the purpose of issue and allotment of new equity shares, the Transferee Company would take necessary steps to increase the authorized share capital. 8. With regard to second observation, it is submitted on behalf of petitioner that the petitioner Transferor Company does not fall under the category of NBFC. Accordingly, the petitioner company has not obtained any NOC from the Reserve Bank of India. 9. With regard to third observation, it is sub .....

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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, 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 com .....

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record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 12. In view of the above, the Scheme of Amalgamation is sanctioned. The sanction of the scheme is subject to the sanction of the Scheme by the Hon ble High Court of Judicature at Bombay in the petition med by the Transferee company. It is further directed that the petitioner Company shall preserve its books of accounts, papers and record and shall not to dispose of the records without the prior permi .....

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