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2016 (10) TMI 284 - HC - Companies LawScheme of amalgamation - Held that - Pursuant to the report of the Official Liquidator, it is ordered that the petitionerCompany shall preserve its books of accounts, papers and records and not dispose of the records without prior permission of Central Government as per the provisions of Section 396(A) of the Companies Act, 1956 and shall not be absolved from any statutory liability. It is ordered that the scheme necessarily contains the clause 11(a) and 11(b) and hence observations as made in the common affidavit of the Regional Director is misplaced one and the Transferee petitioner explained and clarified the issues in the affidavit. Considering the above, it is ordered that the scheme at Exhibit C to the petitions is hereby sanctioned and the prayers as prayed in all the Company Petitions are allowed. The petitioners are directed to pay the fees of ₹ 7,500/for each petitions to Mr. Devang Vyas, learned Assistant Solicitor General and petitioner of Transferor Companies are directed to pay the fees of ₹ 7,500/each to the Official Liquidator.
Issues:
1. Sanctioning of the Scheme filed by Transferor Companies and Transferee Company. 2. Dispensation of meetings of different classes of members. 3. Compliance with provisions of the Companies Act, 1956 and Income Tax Act. 4. Preservation of books of accounts, papers, and records. 5. Payment of fees to the Assistant Solicitor General and Official Liquidator. Analysis: Issue 1: Sanctioning of the Scheme The Company Petitions nos. 257 to 260 of 2016 were filed by the Transferor Companies and Transferee Company seeking the sanctioning of the Scheme as presented with the petitions. The Court had previously allowed dispensation of meetings of different classes of members as required under Section 391(1) of the Companies Act, 1956. The petitions were admitted, and notices were served on the Regional Director and Official Liquidator. The scheme was published in Business Standard and Gujarat Guardian. The Regional Director and Official Liquidator filed necessary reports and affidavits. The Court found the scheme to be in compliance with the provisions of the Companies Act, 1956, and sanctioned the scheme as prayed in the Company Petitions. Issue 2: Dispensation of Meetings Meetings of different classes of members were dispensed with after obtaining consent letters. The Judge's Summons were allowed, and the requirement of meetings under Section 391(1) of the Companies Act, 1956 was waived. The petitions sought directions for dispensation of these meetings, which were granted by the Court in separate orders dated 3.5.2016. Issue 3: Compliance with Laws The scheme adequately contained clauses regarding amendment and articles of association of the Transferee Company. It was noted that the scheme took care of allotment of shares, increase in paid-up capital, and compliance with the Income Tax Act and other applicable laws. The petitioner undertook to comply with all relevant laws and preserve books, papers, and records as required. Issue 4: Preservation of Records The Court ordered the petitioner Company to preserve its books of accounts, papers, and records without disposing of them without prior permission of the Central Government. The scheme was found to contain necessary clauses, and the observations made by the Regional Director were clarified by the Transferee petitioner. The scheme was sanctioned, and the petitioner was directed to comply with statutory liabilities. Issue 5: Payment of Fees The petitioners were directed to pay fees to the Assistant Solicitor General and the Official Liquidator as specified. Filing and issuance of drawn-up orders were dispensed with, and concerned authorities were instructed to act on a copy of the order along with the scheme and schedule of assets authenticated by the Registrar, High Court of Gujarat within 7 days. In conclusion, the Court sanctioned the scheme, dispensed with meetings, ensured compliance with laws, preserved records, and directed payment of fees, ultimately disposing of the petitions.
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