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TMI Blog2016 (12) TMI 1019X X X X Extracts X X X X X X X X Extracts X X X X ..... of 2016 In COMPANY APPLICATION NO. 333 of 2016 - - - Dated:- 16-12-2016 - FOR TH EPETITIONER : MR NANDISH CHUDGAR WITH MR KUNAL J VYAS, ADVOCATES FOR NANAVATI ASSOCIATES, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN CENTRAL GOVT. STANDING COUNSEL FOR MR. DEVANG VYAS, ASSISTANT SOLICITOR GENERAL OF INDIA C.A.V. ORDER 1. Heard Mr. Nandish Chudgar with Mr. Kunal J. Vyas, learned counsel for Nanavati Associates, on behalf of the Petitioner Companies. 2. A Scheme of Amalgamation is proposed for the amalgamation of the Petitioner Companies, Essar Concessions India Limited and Essar Infrastructure Services Private Limited and Global Commodities Trading Limited and Kirti Realties and Farms Private Limited and Paprika Media Pri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion was allowed vide Order dated 25.07.2016 passed by this Court. Accordingly, the meetings of the Equity Share holders, Preference Share holders, Debenture Holders, Unsecured Creditors and Secured Creditors were dispensed with. Therefore, no meetings were required to be convened in view of the dispensation granted by this Court. 6. It has been further submitted that Shining Star Traders Pvt. Ltd., Petitioner herein had filed Company Application No. 334 of 2016, praying for (i) the dispensation of the meetings of the Equity Share holders, Debenture Holders and Unsecured Creditors of the Petitioner Company, in view of the consent letters having been procured by the Company and (ii) the dispensation of the meeting of the Secured Creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their respective object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the Petitioner amalgamating companies 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 the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Petitioner Companies are hereby directed to preserve the books of accounts, papers and records of both the amalgamating companies and not to dispose of the same without prior permission of the Central Govt. It is here ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 30.09.2016 sent to the Income Tax Department, inviting their objections, if any. In this regard, it is submitted that since no reply is received from the said department within the statutory period prescribed, it can be assumed that they have no objection to the proposed scheme of Amalgamation. However, the Petitioner Companies have undertaken to comply with all applicable provisions of Income Tax Act and Rules. (iii) That no complaints are received by the Registrar of Companies as contended under paragraph 2(e) of the Affidavit dated 14.12.2016, filed by the Regional Director, who has, vide the observation at Paragraph - 2 (f) confirmed that there is no other objection to the proposed Composite Scheme of Arrangement. 11. Considerin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... yable by the Petitioner Companies. The same may be paid to the Office of the Official Liquidator. 14. The Petitioner Companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the respective Undertakings of the Petitioner amalgamating companies being transferred to the Transferee 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 this order, or order of Bombay High Court or order of Madras High Court, whichever is later. 15. The Petitioner Companies are directed to file a copy of this or ..... X X X X Extracts X X X X X X X X Extracts X X X X
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