9911796707
TMI Blog2007 (11) TMI 413X X X X Extracts X X X X X X X X Extracts X X X X ..... ep Infrastructure (P.) Ltd. and Safal Infrastructure (P.) Ltd., the transferor-companies with Safal Realty (P.) Ltd., the transferee-company under section 391 read with section 394 of the Companies Act, 1956 ( the Act ). All the petitioner-companies belong to the same group of management. 2. The transferor-companies and the transferee-company belong to the same group of management and are engaged in a similar line of commercial activities in the realty sector. Moreover, the business line is similar as well as complementary in nature, hence, the Board of directors of all these companies thought it fit to amalgamate them for achieving synergic advantages. It is thought fit to consolidate all the operations under one company. This would le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on record. 5. In the same manner, vide in the case of Safal Infrastructure (P.) Ltd., In re [Company Application No. 344 of 2007, dated 13-9-2007] meetings of all the equity shareholders as well as all unsecured creditors and the secured creditors were dispensed of with in view of the written consent letters placed on record. 6. All the three petitions were admitted vide separate orders dated 19-9-2007. Public notices for Company Petition Nos. 184 and 185 of 2007 were duly advertised in the newspapers, viz., The Indian Express English daily) and Sandesh (Gujarati daily), both of Ahmedabad edition on 26-9-2007. The publication in the Government Gazette was dispensed with. Common affidavit dated 9-10-2007, filed in these ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... P.) Ltd., wherein issues raised by the Regional Director, were deal with. So far as the first objection is concerned, a copy of the latest audited financial statement for the year ended on 31-3-2007, was already annexed with the petitions. However, copies of the accounts for the year ended on 31-3-2007, for the transferee-company as well as the transferor-companies were annexed along with the said additional affidavit. So far as the second issue is concerned it is submitted that in case of increase of share capital or transfer of share capital of transferor-companies to transferee-com- pany or combined authorised capital not exceeding authorised capital of all the three companies, no further fee or stamp duty is required to be paid, because ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 of the Act, read with sections 391 and 394 of the Act, under which the scheme has to be sanctioned. Since the Regional Director himself has not objected to the share exchange ratio between the transferor-companies and the transferee-company and it was made clear in the affidavit filed by Mr. R. K. Dalmia, Deputy Registrar, on 19-11-2007, there is no need to call for any explanation from the petitioner-companies on this issue. 9. I have heard Mr. Sudhir M. Mehta, learned advocate appearing for the petitioner-companies and Mr. Harin P. Raval, learned Assistant Solicitor General of India appearing for the Central Government. Submissions have been made by him explaining the issues raised by the office of the Regional Director. Considering ..... X X X X Extracts X X X X X X X X Extracts X X X X
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