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TMI Blog2016 (7) TMI 437X X X X Extracts X X X X X X X X Extracts X X X X ..... mating Lakshya Enterprises Private Limited, the Transferor Company with Nishant Organics Private Limited, the Transferee Company, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both these companies belong to the same group of management and are engaged in commercial activities which are similar in nature, viz. manufacturing and marketing aromatic chemicals. The Board of Directors of both the companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation of their activities shall be beneficial for rapid growth of operations of the Transferee Company. The petitions provide the details of the benefits envisaged out of the proposed Scheme. 3. It ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t making companies with substantially high positive net worth and the Net Worth of the Transferee Company in the Post Scheme scenario shall also be sufficient to safeguard the interests of the creditors of both the companies. However, in compliance with the contractual terms with its Secured lenders, the Company had undertaken to place on record the approval from all of them before the final sanction of the Scheme. The said approvals from the Secured Lenders has been placed on record with the Additional Affidavit dated 24th June 2016. 5. The substantive petitions for the sanction of the scheme were filed by these companies which were admitted on 4th May 2016. The notice for the hearing of the petitions were duly advertised in the newspap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pose 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. 7. 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 additional solicitor general for the Central Govt. An affldavit dt. 14th June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North- Western Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The attention of this court is drawn to the Addi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... further undertaken that in case of any deviation from the same, the Transferee Company shall make requisite disclosures in its next financial statements, in accordance with the applicable provisions of law. In View of the same, the petitioner Transferee Company is hereby directed to make requisite disclosures in its next financial statements, in accordance with the applicable provisions of law, in case of any deviation from the said AS-14. In View of the settle legal position, it is not necessary to direct any restriction on the use of such Reserves. (iv) The observation of the Regional Director made vide para 2(e) pertains to the letter dated 25th May 2016 sent by the Regional Director to the Income Tax Department to invite their objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 80 and Co. Petition No. 181 of 2016 are hereby granted. 11. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Govt. Standing Counsel is concerned, I quantify the same at ₹ 7,500/- per petition. The same may be paid to the learned Standing Counsel appearing for the Central Govt. Costs to be paid to the Office of the Official Liquidator is quantified at ₹ 7,500/- per petition payable only by the Transferor Company. The same may be paid to the Office of the Official Liquidator. 12. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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