2016 (2) TMI 686

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....of this Court to the Scheme of Amalgamation of Rishi Infotech Private Limited (1st Transferor Company) and Advance Fluid Controls Private Limited (2nd Transferor Company) with Rishabh Software Private Limited (Transferee Company). 2 Mr. Bharat T Rao, learned advocate for the petitioners, has submitted that Rishabh Software Private Limited, the Transferee Company in the Scheme of Arrangement in nature of Amalgamation, had earlier filed Company Application No. 252 of 2015, seeking an order of dispensation of the meeting of the Equity Shareholders, in view of the written consent given by them to the proposed Scheme of Amalgamation. The Court noted that the applicant, being the Transferee Company, the meeting of the creditors was not require....

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....led Company Petition No. 336 of 2015 to Company Petition No. 338 of 2015 respectively, seeking the sanction of the Scheme of Amalgamation. By a separate order dated 01.10.2015, this Court admitted all the petitions and directed the issuance of notice to the regional Director and the Official Liquidator. This Court further directed the Publication of the common notice of the hearing of the petitions in the local daily newspapers, both English and Vernacular editions. 6 Pursuant to the order dated 01.10.2015, the petitioner Companies have published the notice of the hearing of the petitions in the Gujarati daily newspaper "Sandesh" in the Ahmedabad edition and the English daily newspaper "Indian Express", in the Vadodara edition. On 15.10.....

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....ndered an unconditional apology for the oversight and placed on record the N.O.C of all the preference shareholders and prayed that, not much difference would be made, the Scheme may be sanctioned. The third observation made by the Regional Director is with regard to the Incometax Department. WITHOUT PREJUDICE to rights and contentions, petitioner Company submits that Transferee Company would undertake the compliance with the Incometax Act and Rules framed thereunder, though no adverse remarks are received from the Incometax Department. 8 The Official Liquidator has carried out the inspection of the Books of the Transferor Companies and submitted separate reports on 20.01.2016. The reports confirm that the affairs of the Transferor Co....