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2009 (9) TMI 577 - HC - Companies LawAmalgamation - Held that - As stated by the Official Liquidator in the reports, on the basis of the information and according to the explanations given, the affairs of the transferor-companies have not been conducted in the manner prejudicial to the interest of its members or the public interest.The present Scheme of Amalgamation at Annexure-C is sanctioned in accordance with the provisions of the Companies Act and the minutes of the meetings as mentioned in para 15 of Company Petition No. 74 of 2009 are approved, by granting permission to put today s date. The petitions are allowed accordingly.
The High Court of Gujarat, under the direction of Jayant Patel, J., recently rendered a judgment regarding the sanctioning of a Scheme of Amalgamation involving multiple companies. The petitions in question sought approval for the amalgamation of several companies with Khurana Builders Pvt. Ltd. The Court noted that consent letters were produced for all companies involved, and as such, meetings of equity shareholders and unsecured creditors were dispensed with. Additionally, the Court observed that the restructuring of share capital would not require the standard procedure under section 101(2). Admittance for all petitions was granted on April 6, 2009, with publication orders issued for English and Gujarati newspapers. Notices were dispatched to the Central Government and the Official Liquidator for examination purposes. Affidavits were filed confirming compliance with publication orders and the absence of objections. Reports from the Official Liquidator indicated no prejudicial conduct in the affairs of the transferor-companies. The Central Government expressed no opposition to the petitions. Ultimately, the Court sanctioned the Scheme of Amalgamation in accordance with the Companies Act and approved the minutes of the meetings. Costs for the Central Government and Official Liquidator were quantified, with payment options specified for the petitioner-companies. The petitions were allowed accordingly.
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