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TMI Blog2016 (12) TMI 1301X X X X Extracts X X X X X X X X Extracts X X X X ..... this court to a Scheme of Amalgamation of four Transferor Companies viz. Osia Realty Private Limited, Abil Agri Space Private Limited, Par Investments Limited and Rewant Investments Private Limited with Aahvan Agencies Limited,the Transferee Company; proposed under Section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management. The Board of Directors of these Companies thought it appropriate to amalgamate them for consolidation of activities to achieve 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uidator that the affairs of the Transferor Companies 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 companies may be dissolved without following the process of winding up. However, the Official Liquidator has sought that directions be issued to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Govt. as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Companies and not to dispose of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in the Scheme. It has been pointed out that the Scheme indicates the same to ₹ 80,00,120/whereas, factually, the same was increased to ₹ 1,00,00,000/after the Appointed date. In this regard, it has been submitted that the Issued, Subscribed and Paid up Share Capital of the Transferee Company was factually increased after the Appointed Date. The petitioner has already referred to the same in paragraph 4 in the petition. Further, it is submitted that the change in the share Capital of the Transferee Company is not a material change and it does not affect the proposed Scheme in any way, particularly because it does not affect the proposed Exchange Ratio. In the present case, all the Transferor Companies are whollyowned subsidiari ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irector made vide paragraph 2(d) pertains to the letter dated 3rd October 2016 sent by the Regional Director to the Income Tax Department inviting their objections, if any. Since no reply is received from the said department within the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs, it can be presumed that the Income Tax dept. has no objection to the proposed Scheme of Arrangement. The petitioner companies have agreed to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies for this purpose. (v) It has been further submitted that no complaints have been received by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The same may be paid to the Office of the Official Liquidator. 11. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Transferor Companies 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 the order. 12. The Petitioner companies are directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 13. Filing and issuan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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