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TMI Blog2016 (2) TMI 176X X X X Extracts X X X X X X X X Extracts X X X X ..... cation No. 310 of 2015, seeking dispensation of the respective meetings of the respective classes for considering and if thought fit with, or without modification, the Scheme of Amalgamation of Bhairavnath Textile Mills Private Limited with Rankas Textfab Private Limited. Upon considering the applications this Court, vide separate orders dated 16.10.2015, passed the order allowing the same. The copy of the order is produced with Exhibit "D" to both the petitions. 3 The petitions came to be filed on 23.10.2015 and both the petitions were admitted on 04.11.2015. They were kept for hearing on 03.12.2015. This Court directed the publication of the advertisement in the English daily newspaper 'Business Standard' and the Gujarati daily newspaper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the share exchange ratio and sought compliance with the other requirements to maintain books, accounts and not to dispose of the same and sought all other statutory compliance. 5 In response to the observation and queries as raised, the petitioner filed affidavit dated 12.01.2016, answering the said queries. As far as the queries pertaining to the Regional Director are concerned, it is submitted that, the petitioner undertakes to comply with the Accounting Standard 14 and undertakes that, the reserves so created, if any, shall not be available for distribution of dividend. It is further submitted that, there are no Secured Creditors, therefore there was no requirement for convening the meeting as required. Further, the Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e is permitted to be carried out in the Scheme. 8 As per the report of the Official Liquidator, the petitioner has undertaken to preserve the books of account, papers and records and not to dispose of the records without the prior permission of Central Government, as per the provisions of Section 396(A) of the Companies Act, 1956, as well to comply with all statutory provisions. 9 In response to the same, Mr. Pavan S. Godiawala, learned advocate has submitted that, the petitioners shall comply with the same, as stated at paragraphs 18 and 19 of the Report. 10 Considering the above facts and circumstances, the prayers made in the petitions are granted. The Scheme at Exhibit "D", with both the petitions is sanctioned, with the modification ..... X X X X Extracts X X X X X X X X Extracts X X X X
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