TaxTMI 
TaxTMI 
2010 (6) TMI 330
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....391 read with section 394 of the Companies Act, 1956. 2. Company Petition No. 225/2009 has been preferred by the petitioner-Gufic Private Ltd. (transferee-company) to sanction the aforesaid proposed scheme of arrangement in the nature of amalgamation of Placer Mercantile & Investments Private Ltd. (transferor-company) with Gufic Private Ltd. (transferee-company) under section 391 read with section 394 of the Companies Act, 1956. 3. Mrs. Soparkar, learned advocate has appeared on behalf of the respective petitioners, the Official Liquidator has appeared in Company Petition No. 224/2009 and Shri Pankaj Champaneri, learned Assistant Solicitor General has appeared on behalf of the Central Government i.e., the Regional Director; Western Region....
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.... the consent of the shareholders of the transferor-company as well as the transferee-company has been obtained with respect to such modification and, therefore, it is requested to permit the respective petitioners to amend the proposed scheme of arrangement in the nature of amalgamation, more particularly, clause 9.1 as requested. The aforesaid would be dealt with hereinafter. 7. Both these petitions were admitted vide order dated 19-11-2009 and it is reported that public notices for the same have also been duly advertised in the 'Indian Express' (English Daily), Vadodara edition and 'Sandesh' (Gujarati Daily), Surat edition dated 4-12-2009 and the publication in the Government gazette was dispensed with. Affidavit dated 14-12-2009 confirm....
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....aid equity shares of face value of Rs. 1,000 each credited as fully paid-up of the Transferee Company i.e., Gufic Private Ltd., shall be issued and allotted at par against 10,000 equity shares of face value of Rs. 10 each to the shareholders of the Transferor-Company i.e., Placer Mercantile and Investment Private Ltd." It has been pointed out that the same is with respect to the exchange ratio of the scheme, which is not prejudicial to the interest of the shareholders and public and, therefore, it is requested to pass an appropriate order by sanctioning the Scheme with the above modification with respect to the exchange ratio." 10. Notice of the petition of the transferor-company has been served upon the Official Liquidator attached to Gu....
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....osed scheme of amalgamation of the transferor-company with the transferee-company. The scheme of amalgamation does not appear to be contrary to law and/or public interest. As stated hereinabove, even the Central Government i.e., Regional Director, Western Region, Ministry of Corporate Affairs has no objection if the scheme is sanctioned subject to modification and/or substitution of clause 9.1 of the scheme as mentioned in the affidavit filed by Shri Rakesh Chandra, Regional Director, Western Region, Ministry of Corporate Affairs. Hence, there does not appear to be any impediment in granting the proposed scheme of amalgamation. 12. For the reasons stated hereinabove, both the petitions i.e., Company Petition Nos. 224 and 225/2009 are allow....