2008 (9) TMI 552

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....with section 394 of the Companies Act, 1956 ('the Act'). All the petitioner companies belong to the same group of management. 2. It is the case of the petitioner companies that the Transferor Companies and the Transferee Company belong to the same group of management and are engaged in similar commercial activities in the related sector. According to the petitioners, it would be advantageous to amalgamate the Transferor Companies with the transferee Company as the amalgamation would result in optimum utilization of management and other resources and would reduce the administrative costs. The resources of the Companies would be conveniently merged and pooled together leading to a more effective and centralized management and reduction in ....

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....hartered Accountant for such purpose was produced on the record of the Company Application. 5. In the same manner, vide order dated 16-5-2008 passed in Company Application No. 353 of 2008 in the case of Smith Techno Cast Private Limited, the transferor company [copy at pages 46 to 47 (Exhibit-D) of the compilation of Company Petition No. 175 of 2008], meetings of equity shareholders and unsecured creditors were dispensed with in view of the written consent letters placed on record. There are no secured creditors and certificate of the Chartered Accountant for such purpose was produced on the record of the Company Application. 6. All the three petitions were admitted vide separate orders dated 27-6-2008. Public notices for Company Peti....

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.... scheme is not prejudicial to the interest of the creditors, shareholders and public. However, two points are brought to the notice of the Court. Firstly, that the company has not complied with the requirements of section 58A of the Companies Act, 1956 and secondly, that there is contravention of section 297 of the said Act. The ROC is also directed to initiate separate legal proceedings against the Transferee company and its directors. 9. Mr. Ratilal Chimanlal Smith, Director of C.M. Smith & Sons Limited has filed an additional affidavit dealing with the aforesaid points. It is stated that the transferee company has already filed a statement in lieu of advertisement as well as return of deposit on 27-8-2008 and informed the ROC as well ....