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2012 (3) TMI 633

ent. ORAL ORDER Mr. R.M. Chhaya, 1. The present petitions are filed seeking sanction of Scheme of Amalgamation proposed to be made between Vini Sales and Distribution Pvt. Ltd. and Vini Cosmetics Pvt. Ltd. 2. Vini Sales and Distribution Pvt. Ltd. the transferor company, filed Company Application No. 434 of 2011 seeking dispensation of the meetings of equity shareholders and unsecured creditors on the ground that consents 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 .....

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t apropos to the advertisement, neither the petitioner companies nor the Advocate for the petitioners have received any objection against the sanction of the scheme. 7. Pursuant to the notice to the Official Liquidator in respect of the Company Petition No. 152 of 2011, report is filed by the office of the Official Liquidator. The report of the Official Liquidator confirm that the affairs of the transferor 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 .....

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ent delivered by Division Bench of this Hon'ble Court in O.J. Appeal No. 65 of 2009 and O.J. Appeal No. 66 of 2009. Reliance is also placed on oral order dated 23.2.2011 made by this Court in Company Petition No. 12 of 2011 wherein this Court has observed in para 9 as under : 9. In so far as the 2 nd observation of the Regional Director is concerned, it has been further contended that the 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 t .....

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ansferor company as on 31.3.2010 and the consideration value determined pursuant to the Scheme and therefore, no adjustment as is provided in clause 11.2 is required to be made. 13. I have heard the learned Counsels for the parties. In response to the affidavit filed on behalf of the petitioners to the report of the Regional Director, no further reply/report is filed on behalf of the Regional 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 ci .....

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