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TMI Blog2016 (2) TMI 177X X X X Extracts X X X X X X X X Extracts X X X X ..... rastructure Limited into Oswal InfraPark Limited and Merger of Sarth fincap Private Limited and Nihon Overseas Private Limited with Oswal Infrastructure Limited. 2 Oswal Infrastructure Limited, the Transferee/ Demerged Company, filed Company Application No. 358 of 2015 seeking the dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner. By an order dated 06.11.2015, passed in Company Application No. 358 of 2015, this Court ordered the dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors. 3 Nihon Overseas private Limited, one of the Transferor Company, filed company Application No. 355 of 2015 seeking the dispensation of the meetings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nction of the Composite Scheme of Arrangement. 7 By separate orders dated 26.11.2015, this Court admitted the petitions and directed the issuance of notice to the Regional Director in the case of all the companies and notice to the Official Liquidator in the case of Transferor Companies. This Court also directed the publication of the notice of the petition in the English Daily newspaper 'Indian Express' and the vernacular daily newspaper 'Sandesh', having circulation in Ahmedabad. 8 It is submitted that pursuant to the order dated 26.11.2015, the petitioners have published the notices of the petitions in the Gujarati Daily newspaper 'Sandesh' and the English Daily newspaper 'Indian Express', having circulation in Ahmedabad on 05.12.2015. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch case there is no requirement for separate compliance with the provisions as contemplated u/s. 13 of the Companies Act, 2013. It is submitted that as per Clause 13B of the Scheme, the Scheme proposes to change the name of Oswal InfraPark Limited, the Resulting Company with the name of Oswal Infrastructure Limited, the Demerged Company. It is further submitted that as per Clause 24B of the Scheme, the Scheme also proposes to change the name of Oswal Infrastructure Limited, the Demerged/Transferee Company with the name Nimba Nature Cure Private Limited, as an integral part of the Scheme and thus no separate compliance with the provisions of Section 13 of the Act would be required. It is thus submitted that in view of the above, this observa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator, however, has requested this Court to direct the petitionerTransferor companies to preserve their books of accounts, papers and records and not dispose of the records without the prior permission of Central Government u/s. 396A of the Companies Act, 1956. 14 Having heard Mr. Navin K Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the reply filed on behalf of the petitioner Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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