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TMI Blog2017 (8) TMI 1719X X X X Extracts X X X X X X X X Extracts X X X X ..... class of the creditors in any manner. The Appointed date of the said Scheme is 1st April, 2015 - There is no additional requirement for any modification and the said Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under section 391 of the Companies Act, 1956. The Company Petitions are allowed and the scheme of Amalgamation annexed with the petitions is hereby sanctioned which shall be binding on the members, creditors and shareholders. - Hon'ble Judges Ch. Mohd. Sharief Tariq, Member (J) and S. Vijayaraghavan, Member (T) For the Appellant : P.H. Arvindh Pandian, Sr. Advocate and Pawan Jhaba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sindur Pantheon Plaza, 346, Pantheon Road, Egmore, Chennai-600008 and the Board of Directors of petitioner companies vide its resolution dated 2nd March, 2016 approved the said scheme of Amalgamation. 4. All the five Transferor Companies are engaged in the business of consulting and business services whereas the Transferee Company is engaged in the business of Non-Banking Financial activities. The Hon'ble Madras High Court vide its order dated 12.08.2016 in CA/25 26 27 28 29 30/2016 passed different orders in relation to dispensing and holding conducting the meeting of equity shareholders, secured unsecured creditors of the petitioner companies. The petitioner companies complied with the orders passed by this Bench. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tection of the interest of all the employees of the Transferor Companies. 8. The Official Liquidator (In short, 'OL') in its report dated 3rd May, 2017 submitted that M/s. K.S. Jagannathan Co., Chartered Accountants (Auditor) appointed by the Hon'ble Madras High Court vide its order dated 20.09.2016, have scrutinized the books and accounts of the Transferor Companies. The said Auditor has broadly reviewed and observed that the Transferor Companies have maintained and written up all the statutory books in accordance with normally accepted accounting principle and fulfilled the requirements of the Companies Act, 2013. Also, the affairs of the companies have not been conducted in a manner prejudicial to the interest of its mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under section 391 of the Companies Act, 1956. Taking into consideration the above facts, the Company Petitions are allowed and the scheme of Amalgamation annexed with the petitions is hereby sanctioned which shall be binding on the members, creditors and shareholders. 13. The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this order with the Registrar of Companies. 14. While approving the scheme as above, we further clarify that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or ..... X X X X Extracts X X X X X X X X Extracts X X X X
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