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TMI Blog2015 (10) TMI 2685X X X X Extracts X X X X X X X X Extracts X X X X ..... ree Petitioner Companies for sanctioning of the Scheme of Amalgamation of Krishnapatnam Oils & Fats Private Limited and Satya Sai Agroils Private Limited (Transferor Companies) with Adani Wilmar Limited (Transferee Company) (Scheme). 3. The Petitioner of the Company Petition No. 308 of 2015, i.e., Krishnapatnam Oils & Fats Private Limited, had filed an application in this Court being Company Application No. 273 of 2015 for dispensing with the convening and holding the meetings of the Equity Shareholders and the Unsecured Creditors of the said Company. This Court vide its order dated 11.9.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted 11.9.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court vide its aforesaid order dated 11.9.2015 also dispensed with the meetings of the Secured Creditors and Unsecured Creditors of the said company. 6. The Petitioners thereafter filed Company Petition Nos. 308 to 310 of 2015, seeking sanction of the Scheme. This Court by its orders dated 16.9.2015 admitted the aforesaid Company Petitions and directed issuance of notice to the Regional Director in Company Petition Nos. 308 to 310 of 2015 and directed issuance of notice to the Official Liquidator in Company Petition N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pleased to direct the Petitioner Company in Company Petition No. 310 of 2015, to give an undertaking that the reserves created pursuant to the sanctioning of the Scheme, shall not be available for distribution of dividend and that clause 11.3 of the Scheme should be amended to comply with Accounting Standard14. It is further observed by the Regional Director in paragraph 2 (e) of the said common affidavit that this Court be pleased to direct the Petitioner Companies to undertake compliance of the Income Tax Act and Rules. 9. Mr. Singhi, learned Advocate appearing for the Petitioner Companies states that the one of the Petitioner Companies, namely Adani Wilmar Limited has filed necessary affidavit in reply dated 26.10.2015 to the common af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... common affidavit are no longer tenable. 11. In respect of the observations made by the Regional Director at paragraph 2(f) of the common affidavit, the Petitioner Company in paragraph 5 of its reply has stated that the Scheme is in compliance with the provisions of Section 2(1B) of the Income Tax Act, 1961. 12. In response to the notice to the Official Liquidator in Company Petition No. 308 of 2015, the Official Liquidator has filed his report dated 16.10.2015. On perusal of the said report, the Official Liquidator, at paragraph 18, has submitted that the affairs of the Petitioner Company, viz, Krishnapatnam Oils & fats Private Limited, have not been conducted in a manner prejudicial to the interest of its members or to the public interes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceedings, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme is genuine and bonafide and in the interest of the shareholders and creditors. I, therefore, accordingly allow the Company Petitions and approve the Scheme. The Scheme is hereby sanctioned. Prayers made in the respective Company Petitions are hereby granted. 15. The petitions are allowed accordingly. Fees of Mr. Devang Vyas are quantified at Rs. 7500/in each of the petitions. The said fees would be paid by the Transferee Company. The fees of the Official Liquidator are quantified at Rs. 7500/each in respect of Company Petition No. 308 of 2015 and Company Petition No. 309 of 2015. The said fees to the Offi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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