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TMI Blog2016 (2) TMI 3X X X X Extracts X X X X X X X X Extracts X X X X ..... led by the two Petitioner Companies for the sanctioning of the Scheme of Amalgamation of AMIL Enterprises Private Limited (Transferor Company) with Honeyvick Enterprises Private Limited (Transferee Company) (Scheme). 3. The Petitioner of Company Petition No. 297 of 2015, i.e., AMIL Enterprises Private Limited, had filed an application in this Court being Company Application No. 23 of 2015 for dispensing with the convening and holding the meetings of the Equity Shareholders and the Unsecured Creditors of the said Company. This Court, vide its order dated 25.8.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits to the Scheme received from a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s" and in the Gujarati daily newspaper, "Sandesh", both Vadodara Editions, in Company Petition Nos. 297 and 298 of 2015. This Court had dispensed with the publication of the notice in the Gujarat Government Gazette. 6. The Petitioner in Company Petition No. 298 of 2015 filed a Note for speaking to minutes for the correction of an inadvertent typing error in the order dated 4.9.2015, passed by this Court in Company Petition No. 298 of 2015, so as to remove the words 'and to the Official Liquidator' from the order dated 4.9.2015 passed in Company Petition No. 298 of 2015. This Court, vide its order dated 8.9.2015 corrected the order dated 4.9.2015 passed in Company Petition No. 298 of 2015. 7. Pursuant to the order dated 4.9.2015 and order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to undertake the compliance of the Income Tax Act and Rules. 9. Mr. Sandeep Singhi, learned Advocate appearing for the Petitioner Companies, states that the one of the Petitioner Companies, namely Honeyvick Enterprises Private Limited, has filed the necessary affidavit in reply dated 22.1.2016, to the common affidavit dated 17.12.2015 filed by the Regional Director. 10. In respect of the observations made by the Regional Director at paragraph 2(c) of the common affidavit, the Petitioner Company, in paragraph 3 of its reply, has stated that the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2015 would not be applicable to the Transferee Company in the facts of the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... affidavit, the Petitioner Company in paragraph 5 of its reply has stated that the Scheme is in compliance with the provisions of Section 2(1B) of the Income Tax Act, 1961. However, compliance will be made with the provisions of the Income Tax Act and the Rules framed thereunder. 13. In response to the notice to the Official Liquidator in Company Petition No. 297 of 2015, the Official Liquidator has filed his report dated 30.11.2015. On perusal of the said report, the Official Liquidator, at paragraph 19, has submitted that the affairs of the Petitioner Company, viz, AMIL Enterprises Private Limited, have not been conducted in a manner prejudicial to the interest of its members or to the public interest. In respect of the observations made ..... X X X X Extracts X X X X X X X X Extracts X X X X
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