TaxTMI 
TaxTMI 
2010 (5) TMI 386
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....rk Structures Pvt. Ltd. (Transferor-Company) with the petitioner M.T. Shroff Finance Pvt. Ltd. (Transferee-Company). 2. Company Petition Nos. 187 to 189 of 2009 have been preferred by the respective Transferor-Companies to sanction the proposed scheme of amalgamation of respective Transferor-Companies i.e. : (i)Aakaar Leasing and Construction Pvt. Ltd. (ii)Giriraj Enterprise Pvt. Ltd. and (iii)Landmark Structures Pvt. Ltd. with M.T. Shroff Finance Pvt. Ltd. Transferee-Company. 3. It is submitted that vide order dated 20-8-2009, this Court in Company Application No. 252 of 2009 passed an order to dispense with the meetings of the Equity Shareholders of the Transferee-Company, having obtained and produced on record consent l....
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....tures Pvt. Ltd. having obtained and produced on record his consent letters of all the Equity Shareholders of the said Company. At that time, statement was also recorded that there are no Secured Creditors and Unsecured Creditors of the said Transferor-Company. 7. As per the order of admission made on 20-8-2009, in all these petitions, the notices were issued to the Regional Director and to the Official Liquidator in case of Transferor Companies. Notices of petitions had also been published as directed by this Court in 'Indian Express' (English Daily) and 'Loksatta Jansatta' (Gujarati Daily) both Vadodara edition. Publication in the Government Gazette had also been dispensed with as directed in the order dated 20-8-2009. No one has come f....
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....ried out by the Transferee-Company. Hence, the Transferee-company may be directed to change its object clause suitably as per provisions of section 17 of the Companies Act. The above facts being 'material facts' in respect of the Transferee-Company are brought to the notice of this Hon'ble High Court for information. (d )The Hon'ble High Court vide its order dated 20-8-2009 in Company Application Nos. 260 to 263 of 2009 (Four applications) has made observation in Para 2 of the said order that the 'appointed date' shall be concluded by this Court at the time of sanctioning of the scheme. Hence, it is requested this Hon'ble Court may issue necessary direction in this regard." 9. It is submitted that save and except as stated in parag....
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....n 396A of the Companies Act, 1956 before the aforesaid period. 12. Shri Harmish K. Shah, learned advocate appearing on behalf of the respective petitioners has submitted that the name of the Transferee-Company proposed to be changed as 'Landmark Structures Pvt. Ltd.' subject to availability of the said name and the Transferee-Company shall comply with the provisions of sections 21 and 23 of the Companies Act, 1956 in respect of filing of the necessary forms with the Registrar of Companies and the proposed new name be allowed subject to availability of the same by the Registrar of Companies. It is also further stated by Shri Harmish K. Shah, learned advocate appearing for the petitioners that the Transferee-Company shall also change its b....