9911796707
TMI Blog2016 (4) TMI 358X X X X Extracts X X X X X X X X Extracts X X X X ..... , whereby all the assets and liabilities of the Transferor Company (as defined in the Scheme) would be transferred to the Transferee Company on the terms and conditions as stated in the Scheme of Amalgamation. 2 This Court has heard Mr. Dharmesh V Shah, learned advocate for the petitioner. 3 Earlier, this Court had, vide order dated 23rd December,2015, allowed Company Applications No. 389 and 390 of 2015. The order dated 23.12.2015, passed in Company Application No. 390 of 2015 is produced at Annexure' D' to the present petition. By the said order, this Hon'ble Court has dispensed with that the holding of the meetings of the Shareholders and sole Creditor of the applicant Transferor Company and has further directed that a meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Department of Company Affairs. Notice was also issued to the Official Liquidator. Notices were ordered to be published in the Vadodara Editions of the English daily newspaper "Indian Express" and the Gujarati daily newspaper "Jansatta". Pursuant thereto, the notice of the hearing of the petition was published on Thursday, the 31st December, 2015, in the said newspapers. An affidavit dated 13th January, 2016 regarding service and publication of notice of the hearing of the petition was filed by Mr. Ninad Raje. After the meeting was held on 23rd January, 2016 the report of the Chairman has been filed on 25.01.2016. 5 Pursuant to the notice issued by this Court, an affidavit has been filed by Mr. Shambhu Kumar Agarwal, Regional Director, Min ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot be available for distribution of dividend. The copy of the undertaking is herewith annexed as Annexure' A'. III) f) GEA Process Engineering A/S is the only preference shareholder of the Company. We have already at the time of filing application submitted the consent letter of preference shareholder approving the amalgamation of GEA Pharma Systems (India) Private Limited with GEA Process Engineering (India) Private Limited. Based on the consent letter order dated December 23, 2015 states that meeting of Shareholders of the Company is dispensed with. It is further submitted that in paragraph No. 2 (h) & (i) the Regional Director has stated that except for some observations, he has no objection regarding the Scheme of Amalgamation as it i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pied by the Company vide Memorandum of Understanding dated 15.03.2010. Company has agreed to pay rent for usage of the referred land subject to withdrawal of lien by IDBI Bank Ltd., in whose favour mortgage has been registered with Registrar of Companies, Gujarat. IDBI Bank Ltd., has not withdrawn lien and consequently Company has not acknowledged rent. The Holding Company also subsequently reversed the lease rent amount in their books of accounts on March 31,2012. III C) The Company's funding including line of Credit is apportioned by its ultimate Parent Company i.e. GEA Group Dusseldorf. Therefore, funds of the Company are received from the apportioned banking lines of GEA Group. Further GEA Group does not classify in Europe use of short ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme would not absolve anyone who is otherwise liable for any responsibility or liability, only on account of this sanctioning. 12 In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner shall preserve its books of accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act,1956. 13 These petitions are, accordingly, allowed. The Scheme of Amalgamation is sanctioned. It is further declared that the Scheme shall be binding upon the petitioners company, and also their respective members/shareholders and creditors. 13 A certified copy of this Order shall be delivered to the Registrar o ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
