9911796707
TMI Blog2016 (2) TMI 177X X X X Extracts X X X X X X X X Extracts X X X X ..... es. - COMPANY PETITION NO. 399, 400, 402 of 2015, COMPANY APPLICATION NO. 355, 356, 358 of 2015 - - - Dated:- 12-1-2016 - SMT. JUSTICE ABHILASHA KUMARI, J. FOR THE PETITONER : MR. NAVIN K PAHWA, ADVOCATE FOR THAKKAR AND PAHWA, ADVOCATES, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking the sanction of this Court for the Composite Scheme of Arrangement in the nature of Demerger of Project Division of Oswal Infrastructure Limited into Oswal InfraPark Limited and Merger of Sarth fincap Private Limited and Nihon Overseas Private Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed Company Application No. 356 of 2015 seeking the dispensation of the meeting of the Equity Shareholders of the petitioner company. The petitioner further submitted that this being the Resulting Company, the meetings of the Creditors are not required to be held. By an order dated 06.11.2015, passed in Company Application No. 356 of 2015, this Court ordered the dispensation of the meeting of the Equity Shareholders and further ordered that this being the Resulting Company, the meetings of the Creditors is not required to be held. 6 The petitioners thereafter filed Company Petition Nos. 399 to 402 of 2015, seeking the sanction of the Composite Scheme of Arrangement. 7 By separate orders dated 26.11.2015, this Court admitted the peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tax Department. It is, however, stated in the report that the petitioner Company may be directed to undertake the compliance of the Income Tax Act and Rules. 10 In response to the affidavit of the Regional Director dated 04.01.2016, the petitioner Transferee company has filed an affidavit dated 07.01.2016, giving its response. With regard to the first observation, it is submitted on behalf of petitioner companies that it is a settled position of law that it is open for the petitioners to propose the change of the name of the Resulting Company as an integral part of the Scheme under the principle of Single Window Clearance in which case there is no requirement for separate compliance with the provisions as contemplated u/s. 13 of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it is stipulated if no response is 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 Section 391 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. 13 The Official Liquidator has filed reports in each of the Transferor Companies. The reports confirm that the affairs of the Transferor companies are not conducted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... chedule of immovable assets of the petitionerTransferor companies as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of Stamp Duty, if any, on the same within 60days from the date of the order. 18 The petitioners are directed to file a copy of this order along with a copy of the Scheme with the Registrar of Companies, electronically, along with requisite Form in addition to physical copy as per relevant provisions of the Act. 19 Filing and issuance of drawn up order is hereby dispensed with and all the authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High ..... X X X X Extracts X X X X X X X X Extracts X X X X
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