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TMI Blog2016 (6) TMI 1059X X X X Extracts X X X X X X X X Extracts X X X X ..... set out in Clause 14 of the Scheme and paragraph 11 of the petition is hereby confirmed. The minutes under Sec. 103(1) as per paragraph 12 of the petition is hereby approved. - COMPANY PETITION NO. 170 of 2016 In COMPANY APPLICATION NO. 213 of 2016 With COMPANY PETITION NO. 176 of 2016 In COMPANY APPLICATION NO. 212 of 2016 - - - Dated:- 23-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL for MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. These are the petitions filed by two companies, for the purpose of obtaining the sanction of this court to a Scheme of Arrangement in the nature of Amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ention of the court is drawn to Clause 14 of the Scheme, whereby it is envisaged that the entire Preference Share Capital of the Transferee Company which is held by the Transferor Company shall get cancelled on amalgamation of the Transferor Company with the Transferee Company by operation of law. This being consequential in nature is proposed as an integral part of the Scheme. Since the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paidup share capital, vide the aforesaid order dated 28th April 2016, procedure prescribed under Section 101(2) of the Companies Act, 1956 as well as the procedure prescribed under rule 48 to 65 of the Companies (Court) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor Company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 8. Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared for Mr. Devang Vyas, learned Assistant Solicitor General for the Central Govt. An affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reply is received from the said department within the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs, it can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. (iv) It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2 (e). The Regional Director has vide the observation 2 (f) confirmed that it has no other objection except the above and further confirmed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tition payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator. 13. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Transferor Company as on the date of the 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. 14. 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 prov ..... X X X X Extracts X X X X X X X X Extracts X X X X
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