TMI Blog2012 (3) TMI 633X X X X Extracts X X X X X X X X Extracts X X X X ..... of all the equity shareholders and unsecured creditors are obtained. This Court vide order dtd. 13.09.2011 made in Company Application No. 434 of 2011 ordered dispensation of meetings of the equity shareholders and unsecured creditors of the petitioner company. It was also reported that there are no secured creditors of the petitioner Transferor Company. 3. Vini Cosmetics Pvt. Ltd.,the transferee company, filed Company Application No. 435 of 2011 seeking dispensation of the meeting of equity shareholders and unsecured creditors of the applicant company on the ground that consents of all the shareholders and unsecured creditors are obtained. This Court vide order dtd.13.9.2011 made in Company Application No. 435 of 2011 ordered dispensat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company has not been conducted in a manner prejudicial to the interest of its members or the public interest. The Official Liquidator however has requested this Court to direct the transferor company to preserve its books, papers and records for a period of 8 years from the date of sanctioning of scheme of amalgamation 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 transferor company to pay the cost of ₹ 7500/-. 8. In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Shri P.S. Champaneri, Learned Assistant Solicitor General of India has appeare ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies in a scheme of arrangement are free to chose the Appointed date, depending upon their commercial need and exigencies. There is no legal bar on the selection of the appointed date. In the present case, the Appointed date for the proposed amalgamation has been chosen as 1st January 2010 by the Board of Directors of the companies concerned and the same has been approved by the Equity Shareholders of the company. However, the financial statements of the petitioner company as on 31st December 2009 are submitted with the said Additional Affidavit. Considering the aforesaid explanations and submissions, the observation of the Regional Director does not survive . Considering the above observations, the Court finds that this observation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egional Director. Shri P.S. Champaneri, the learned Assistant Solicitor General of India appearing for the Regional Director states that in view of the reply affidavit filed on behalf of the petitioners to the report of the Regional Director, there is no further observation warranting any further consideration by this Hon'ble Court. 14. In the facts and circumstances, the Scheme of Amalgamation as annexed at Annexure 'C' to the petition is hereby sanctioned. It is however, observed that the transferor company will preserve its books, papers and records for a period of 8 years from the date of sanctioning of scheme of amalgamation and will not dispose of the records without the prior permission of Central Government u/s. 396A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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