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TMI Blog2016 (2) TMI 205X X X X Extracts X X X X X X X X Extracts X X X X ..... AS, ADVOCATE ORAL ORDER 1 These petitions have been filed by two companies for the purpose of obtaining the sanction of this Court to a Scheme of Amalgamation of Baghban Packers Private Limited, the Transferor Company with Urmin Packaging Private Limited, the Transferee Company, proposed under Section 391 to 394 of the Companies Act, 1956. 2 It has been submitted that both the companies in the proposed Scheme belong to the same group of management viz. Urmin group. Both the Companies are engaged in the business of packers. The Board of Directors of these Companies proposed the amalgamation of these companies so as to achieve consolidation of the group s business and operations and streamlining the current organizational structu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and have not been conducted in any manner prejudicial to the interest of the members or the public interest, hence the petitioner Transferor company may be dissolved without following the process of winding up. However, the Official Liquidator has sought directions to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Govt. as per the provisions of Section 396(A) of the Companies Act, 1956. 6 Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, 2013 and name availability guidelines. In this regard, it has been submitted that the company shall pay the applicable fees and shall follow the guidelines for name availability as stated in Clause 16.2 of the Scheme. (II) The next observation of the Regional Director, vide paragraph 2(d), pertains to the letter dated 15th December 2015, sent by the Regional director to the Income Tax Department, inviting their objections, if any. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y being transferred to the Transferee Company, 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 60 days from the date of the order. 13 The Petitioner companies are directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 14 Filing and issuance of drawn up order is hereby dispensed with. 15 All concerned 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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