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TMI Blog2016 (12) TMI 125X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangement in the nature of Amalgamation amongst the Petitioner companies deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the Equity Shareholders, Secured Creditors, Unsecured Creditors of the petitioner Companies and all other agencies, departments and authorities of the Central, State and any other local authorities. It is ordered that as required under section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of, or destroy, their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. - COMPANY PETITION NO. 103 of 2016 In COMPANY APPLICATION NO. 50 of 2016 With COMPANY PETITION N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed, interalia , in the business of providing advisory services on financial matters like debt syndication, merger and acquisition, carbon credit, renewable energy projects, policy matters, vetting of legal and financial documents and advisory services in the matter of corporate taxation. The Transferee Company is engaged, interalia , in the business of financing and providing venture capital to technology oriented startups and assisting the funded entities, ranging from strategic direction to governance support. 6. The Transferor Company was incorporated on 28th February, 2014 and the Transferee Company was incorporated on 2nd July, 1990, under the provisions of Companies Act, 1956. The Transferor Company is a 100% subsidiary company o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 23rd April, 2016. The publication in the Government Gazette was dispensed with as per the said orders. No one has come forward with any objection to the said petitions, even after the publication. 12. The notice of the petitions was served upon the Central Government through the Regional Director. A common affidavit dated 21st September, 2016 came to be filed by Mr.Jatinder Kumar Jolly, Regional Director, North Western Region, Ministry of Corporate Affairs, Government of India. In the said common affidavit, the Regional Director has made certain comments and observations. 13. Heard Mr.Rahul Dev, learned advocate on behalf of M/s.Wadia Ghandy Co., learned advocates for the petitioner Companies and Mr.Kshitij Amin, learned advoc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it is directed that the Transferee Company shall continue to maintain its books of accounts in compliance with Accounting Standard 14 and any deviation from the Accounting Standard 14 shall be subject to necessary disclosures in the profit and loss account and balance sheet of the Transferee Company, in accordance with the provisions of Companies Act, 2013. 17. With respect to the next observation, the Regional Director has observed that the Transferee Company is referred to as an Asset Management Company in their Notes to Financial Statement for the year ended 31st March, 2015 and, therefore, it is required to be registered with SEBI. Mr.Rahul Dev, learned advocate, has drawn the attention of the Court to the Additional Affidavit and s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aph14, has observed that the employees of the Transferor Company should be retained by the Transferee Company on the terms and conditions no less favorable than those applicable to them immediately before the date of transfer to the Transferee Company. Mr.Rahul Dev, learned advocate, upon instructions, undertakes that the employees of the Transferor Company, if any, shall be absorbed by the Transferee Company on the same terms and conditions no less favorable than those subsisting in the Transferor Company as on date. 21. In the light of the aforesaid discussion, the observations made by the Regional Director and the Official Liquidator stand substantially addressed and hence, there does not appear to be any impediment to the grant of sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... schedules of immovable assets of the Transferor Company as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat and pay appropriate stamp duty as per applicable laws. 26. The petitioner companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with EForm INC 28 as per the relevant provisions of the Companies Act. 27. Filing and issuance of drawn up order is hereby dispensed with. All the authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order alon ..... X X X X Extracts X X X X X X X X Extracts X X X X
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