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TMI Blog2016 (8) TMI 569X X X X Extracts X X X X X X X X Extracts X X X X ..... the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of Alonza Infra and Management Private Limited, the Transferor Company with Amigos Finserve 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. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that proposed amalgamation will result into consolidation of resources and optimum utilization of the same would be advantageous to the stakeholders of the company. Amalgamation shall be beneficial from financial as well as administrative perspective. The p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cial Liquidator for the Transferor company. The report dated 28th July 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by 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 they have not been conducted in any manner prejudicial to the interest of the members or 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 be issued to preserve the books of accounts, papers and records and not to dispose of the same without prior permission of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion made vide para 2 (c) of the said affidavit pertains to the absence of the working sheets for calculation of Share Exchange Ratio as worked out by M/s Mehul Khatsuriya Associates, Chartered Accountants. In this regard, it has been submitted that both the companies are private limited companies and the shares of both the companies are held by the same set of shareholders. The proposed ratio is equitable and since no public interest is involved, it is not relevant to have the working sheets for the same. The concerned shareholders have accepted the same and no one has raised any objection with regard to the fairness of the said ratio. (iii) The observation of the Regional Director made vide para 2(d) of the said affidavit pertains to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are required to be issued to the petitioner companies in this regard. (v) It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2 (f). The Regional Director has vide the observation 2 (g) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 8. At this stage, attention of the court is drawn to the second affidavit dated 4th August 2016 filed by Mr. Jatinder Kumar Jolly, the Regional Director, North Western Region placing on record the communications dated 27th July 2016 received from the Income Tax Dept. in respon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed 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 the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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