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TMI Blog2016 (12) TMI 1303X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Scheme of Amalgamation of Girish Metals Private Limited, Omkar Terry Towels Private Limited, PAN Infosystems Private Limited, Shankheshwar Metals Private Limited, Sannidhya Tradelink Private Limited, Shalibhadra Steel Private Limited, Shreeji Broking Private Limited, Siddhi Vinayak Tradelink Private Limited and Sonika Granites Private Limited with Madhav Power Private Limited. 2. Madhav Power Private Limited, the Transferee Company, filed Company Application No. 308 of 2016, seeking dispensation of the meeting of the Equity Shareholders of the petitioner company. By an order dated 11.7.2016, passed in Company Application No. 308 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. This Court further o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion No. 303 of 2016 seeking dispensation of the meeting of the Equity Shareholders. It is reported that there are no Secured and Unsecured Creditors of the petitioner-company. By an order dated 11.7.2016 passed in Company Application No. 303 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders. 7. Sonika Granites Private Limited, the Transferor Company filed Company Application No. 304 of 2016 seeking dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. It is reported that there are no Secured Creditors of the petitioner-company. By an order dated 11.7.2016 passed in Company Application No. 304 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... here are no Secured Creditors of the petitioner-company. By an order dated 11.7.2016 passed in Company Application No. 309 of 2016, this Court ordered dispensation of the meetings of the Equity Shareholders and Unsecured Creditors. 12. The petitioners thereafter filed Company Petition Nos. 330 to 339 of 2016 respectively, seeking sanction of the Scheme of Amalgamation. By separate orders dated 10.8.2016, this Court admitted the petitions and directed issuance of notice to the Regional Director in case of all the Companies and notice to the Official Liquidator in case of Transferor Companies. This Court also directed publication of a common notice of the petition in the local English daily newspaper 'Indian Express' and Vernacular daily new ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the first observation, it is submitted that upon reading Clause 11.2 of the Scheme, it is evident that the Scheme is in consonance with AS14. Without prejudice, it is stated that the petitioner companies would abide by the provisions of AS14. The petitioner also invited the attention of this Court to the judgment of this Court reported in (2013) 176 COMP CASES 337 which covers the issue. It is submitted that this observation made by the Regional Director is, therefore, unsustainable. 16. With regard to the second observation, it is stated that the petitioner company has no objection if part of Clause 13.4 reading thus "... and change in the object clause" be ordered to be deleted by this Court while sanctioning the Scheme. 17. With re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the petitioner companies and Mr.Kshitij Amin, learned Central Government Standing Counsel for Mr.Devang Vyas, learned Assistant Solicitor General of India on behalf of the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the affidavit filed by the petitioner Transferee Company in response to the report of Regional Director and having considered the Scheme of Amalgamation together with relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 21. In view of the above, the Scheme of Amalgamation is sanctioned subject to the order that in Clause 13.4 of the Scheme, the words "....and change in the object clause" shall stand ..... X X X X Extracts X X X X X X X X Extracts X X X X
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