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In Re : Food Magic India Private Limited (Transferor Company) , Gemini Comestibles Private Limited (Transferor Company) , Mindscape One Marketing Private Limited (Transferor Company) , Rhodanthe Foods Private Limited (Transferor Company) , Ready Roti India Private Limited (Transferee Company)

2016 (9) TMI 1050 - RAJASTHAN HIGH COURT

Sanction of the scheme of amalgamation - Held that:- The scope of the Company Court sitting over an application for sanctioning of amalgamation on an application under Sections 391 and 304 of the Act of 1956 is supervisory in nature and limited to ensure that in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them on second motion under .....

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ise under the circular dated 15-1-2014, non response to the Regional Director's letter is required to be considered as a presumption that the Income Tax Department has no objection to the action of the merger/ demerger as the case may be under Sections 391-394 of the act of 1956. - Having examined the scheme of amalgamation, this court find nothing prejudicial to the interest of creditors, members of both transferor companies and the transferee company or to public interest. All required pro .....

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mpanies and the transferee company and their respective shareholders and creditors. Counsel submits that the transferor company No.1 (Food Magic India Private Limited) having its registered office at L-37, Income Tax Colony Tonk Road, Jaipur was incorporated vide CIN-U55101DL2002 PTC116814 on 4-9-2002 under the Act of 1956. It has authorised share capital of ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- only. The issued, subscribed and paid up share capital is ₹ 1 .....

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1,00,000/- divided into 10,000 equity shares of ₹ 10/- only. The issued, subscribed and paid up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The company is wholly owned subsidiary of the Mindscape One Marketing Private Limited. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-3. The transferor company No.3 (Mindscape One Marketing Private Limited) having its registered office at L-37, Income Tax Colony Tonk Road, .....

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office at L-37, Income Tax Colony Tonk Road, Jaipur was incorporated vide CIN-U15139RJ2013 PTC044000 on 5-10-2013 under the Act of 1956. It has authorised share capital of ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- only. The issued, subscribed and paid up share capital is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-5. The transferee company (Ready Roti Ind .....

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balance sheet as on 31-3-2015 has been annexed as Annexure-6. Meeting of shareholders and secured creditors of the petitioner companies was dispensed with vide order dated 11-3-2016 in SB Company Application No.64/2016, with liberty to move for second motion seeking sanction/ approval of the scheme of amalgamation after due process. Hence this petition for second motion seeking approval of the scheme of amalgamation (Annexure-8) under consideration. Notice were issued by this court on 20-5-2016 .....

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he affidavit, but vide letter dated 14-6- 2016 specific comments were sought from the Income Tax Department about the proposed scheme but no reply has been received from the Income Tax Department. Counsel for the petitioner companies submits that the transferor companies shall comply with the applicable provisions of the Income Tax Act, 1961. The Official Liquidator attached to this court has also filed his report on 1-9-2016, wherein also it has been concluded that the affairs of the transferor .....

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ctions 391 and 304 of the Act of 1956 is supervisory in nature and limited to ensure that in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them on second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income .....

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