High Court approves amalgamation scheme with name change conditions. Compliance directives set for object clause amendment.

The High Court of Gujarat approved the proposed scheme of amalgamation of multiple companies subject to conditions, including changing the name of the transferee company. The court directed compliance with regulatory requirements for name change and object clause amendment, setting the appointed date for the scheme. Objections raised by the Regional Director were addressed, ensuring compliance and benefit to shareholders and the public. The court ordered preservation of records and books of the company for eight years. Costs were imposed on the petitioner and Official Liquidator.

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Issues Involved:
1. Sanctioning the proposed scheme of amalgamation of multiple companies.
2. Compliance with regulatory requirements for name change and object clause amendment.
3. Appointment of the 'appointed date' for the scheme.
4. Assessment of objections raised by the Regional Director and Official Liquidator.
5. Preservation of records and books of the company.

Issue 1: Sanctioning the Proposed Scheme of Amalgamation
The High Court of Gujarat heard Company Petition No. 186 of 2009 filed by M.T. Shroff Finance Pvt. Ltd. for the amalgamation of Aakaar Leasing and Construction Pvt. Ltd., Giriraj Enterprise Pvt. Ltd., and Landmark Structures Pvt. Ltd. The court dispensed with the meetings of equity shareholders as consent letters were provided. Notices were issued to the Regional Director and Official Liquidator, with no objections received. The court approved the scheme, subject to conditions, including changing the name of the transferee company.

Issue 2: Compliance with Regulatory Requirements
The Regional Director raised objections regarding compliance with regulations for the name change, object clause amendment, and notifying the RBI. The court directed the transferee company to file the scheme with the RBI, comply with Companies Act sections for name change, and amend the object clause as required by law. The appointed date for the scheme was set as 16-5-2010.

Issue 3: Appointment of the 'Appointed Date'
The court considered the specific order regarding the 'appointed date' mentioned in a previous order and fixed it for 16-5-2010. This decision was based on the submissions made by the respective parties and the satisfaction that the amalgamation would benefit the companies and their stakeholders.

Issue 4: Assessment of Objections
The objections raised by the Regional Director were addressed by ensuring compliance with regulatory provisions and notifying relevant authorities. The court found that apart from the objections raised, the scheme was not prejudicial to the interests of shareholders and the public, leading to the approval of the amalgamation.

Issue 5: Preservation of Records
The Official Liquidator's reports indicated that the companies' affairs were conducted in a non-prejudicial manner. The court directed the respondent company to preserve its books, papers, and records for eight years from the date of scheme sanctioning, with no disposal without prior permission. Costs were imposed on the petitioner and the Official Liquidator for the disposal of the petitions.

This detailed analysis covers the comprehensive judgment issued by the High Court of Gujarat regarding the scheme of amalgamation and the necessary compliance and directions associated with the process.

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