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TMI Blog2016 (11) TMI 1073X X X X Extracts X X X X X X X X Extracts X X X X ..... that the petitioner Transferor Companies shall preserve their books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. It is further observed that the sanction of this Scheme shall not absolve the Transferor Companies from any statutory liability, if any. - COMPANY PETITION NO. 281, 282, 283, 284, 285, 286, 287, 288 of 2016, COMPANY APPLICATION NO. 243, 244, 245, 246, 247, 248, 249, 250 of 2016 - - - Dated:- 17-11-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITONER : MRS SANGEETA PAHWA FOR THAKKAR AND PAHWA ADVOCATES FOR THE RESPONDENT : MR KSHITIJ AMIN FOR MR DEVANG VYAS, ADVOCATE COMMON ORAL ORDER 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted that there are no Secured and Unsecured Creditors of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.249 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 5. Satyanand Farms Private Limited, the Transferor Company filed Company Application No.246 of 2016 seeking dispensation of the meeting of the Equity Shareholders. It is reported that there are no Secured and Unsecured Creditors of the petitioner Company. By an order dated 06.05.2016, passed in Company Application No.246 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders. 6. Satyapal Farms Private Limited, the Transferor Company filed Company Application No.243 of 2016 seekin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng of the Equity Shareholders. 10. The petitioners, thereafter, filed Company Petition Nos.281 to 288 of 2016 respectively, seeking sanction of the Scheme of Amalgamation. By separate orders dated 29.06.2016, this Court admitted the petitions and directed issuance of notice to the Regional Director in case of all the Companies and notice to the Official Liquidator in case of Transferor Companies. This Court also directed publication of a common notice of the petitions in the local English daily newspaper 'Indian Express' and the Vernacular daily newspaper 'Sandesh', Ahmedabad editions. 11. Pursuant to the order dated 29.06.2016, the petitioners have published the notice of the petition in the Gujarati daily newspaper & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... posite report which contains all the workings. It is submitted that there are no separate working sheets as are mentioned by the Regional Director in the report. It is further submitted that without prejudice, the share exchange ratio has already been approved by the shareholders and the creditors, as applicable and the Scheme as a whole has already been approved by the Shareholders and the Creditors. It is submitted that this observation made by the Regional Director is, therefore, unsustainable. 14. With regard to the second observation, it is submitted on behalf of the petitioner Companies that the office of the Regional Director had sent a letter dated 19.10.2016 to the Company calling for its response to this observation before fili ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so as to avail of the loan facility and as the Bank is in liquidation, the value of the shares is not realizable. The aspect would, therefore, have no relevance insofar as the present scheme of Amalgamation is concerned. It is, therefore, submitted that this observation made by the Regional Director is unsustainable. 15. With regard to the third observation, it is submitted on behalf of the petitioner Companies that the report of the Regional Director itself show that pursuant to the letter of the Regional Director, no adverse remarks are received from the Income Tax Department. Without prejudice, the petitioner Companies submit that they would undertake the compliance of the Income Tax Act and Rules made thereunder. 16. The Official ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. It is further observed that the sanction of this Scheme shall not absolve the Transferor Companies from any statutory liability, if any. 19. The cost of these petitions are determined at ₹ 7,500/each payable to Shri Devang Vyas, learned Assistant Solicitor General of India and the Official Liquidator in the case of the Transferor Companies. 20. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner Transferor Companies, if any, as on the date of this order and the Scheme duly authenticated by the Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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