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TMI Blog2016 (2) TMI 2X X X X Extracts X X X X X X X X Extracts X X X X ..... ions are filed under the provisions of Sections391 to 394 of the Companies Act, 1956, seeking the sanction of this Court for Scheme of Amalgamation of Echjay Overseas Trade Private Limited, Hari Mahavin Investment Private Limited, Samarath Doshi Investment Company Private Limited, Vinodchandra Doshi Investment Company Private Limited and V.H.Doshi Sons Investment Company Private Limited with Echjay Industries Private Limited and their respective shareholders and creditors. 2. Echjay Industries Private Limited, the Transferee Company, filed Company Application No.368/2015, seeking dispensation of the meeting of the Equity Shareholders. The petitioner submitted that this being the Transferee Company, the meeting of the Creditors is not r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e no creditors of the petitionerCompany. 6. Vinodchandra Doshi Investment Company Private Limited, the Transferor Company, filed Company Application No.372/2015, seeking dispensation of the meeting of the Equity Shareholders of the petitionerCompany. By an order dated 30.11.2015, passed in Company Application No.372/2015, this Court ordered dispensation of the meeting of the Equity Shareholders. It is reported that there are no creditors of the petitionerCompany. 7. M/s.V.H.Doshi Sons Investment Company Private Limited, the Transferor Company, filed Company Application No.373/2015, seeking dispensation of the meeting of the Equity Shareholders of the petitionerCompany. By an order dated 30.11.2015, passed in Company Application No.3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e issued, the Regional Director has filed a common affidavit dated 13.01.2016, making three observations. The first observation made by the Regional Director is with regard to the valuation report. It is stated in the report that though the valuer has recommended the Share Exchange Ratio, the working sheets for calculation of the share exchange ratio are not submitted. The second observation made by the Regional Director is with regard to the compliance of the Guidelines issued by RBI, from time to time. The third observation made by the Regional Director is with regard to the comments from the Income Tax Department. The report records that the office of the Regional Director has not received any adverse comments from the Income Tax Departm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... received from the Income Tax Department within a period of fifteen days from the receipt of the notice by the Regional Director, it may be presumed that the Income Tax Department has no objection to the action proposed under Sections391 to 394 of the Companies Act, 1956. In any case, and without prejudice to the above, the petitioner company submits that it would undertake the compliance of the Income Tax Act and the Rules made thereunder. 16. The Official Liquidator has filed separate reports dated 15.01.2016, in each of the Transferor Companies, making one observation which is with regard to the difference in amount of TDS. The Official Liquidator has requested this Court to direct the petitioner Transferor Companies to give a clarifi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al practice and the practice is also not in violation of any accounting standards. 18. It is further submitted that the reports, as such, confirm that the affairs of the Transferor Companies are not conducted in a manner prejudicial to the interest of their members or to the public interest. The Official Liquidator has, however, requested this Court to direct the petitionerTransferor Companies to preserve their books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government under Section396A of the Companies Act, 1956. 19. Having heard Mr.Navin K. Pahwa, learned counsel for the petitioner companies, Mr.Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr.D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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