2016 (3) TMI 293

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....ns391 and 394 of the Companies Act, 1956, and seek the sanction thereof by way of the present petitions. 2. The petitioner of Company Petition No.403 of 2015 i.e. Everest Instruments Private Limited, is the Transferee Company, whereas the petitioner of Company Petition No.404 of 2015, i.e. Lila Electronics Private Limited, is the Transferor Company. Lila Electronics Private Limited shall hereinafter be referred to as the Transferor Company and Everest Instruments Private Limited shall hereinafter be referred to as the Transferee Company. 3. Since the two petitions are in relation to a common Scheme, they were heard together and are being decided by a common judgment. 4. Both the Transferor Company and the Transferee Company have th....

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....ansferee Company was incorporated on 28th July, 1999, under the provisions of the Companies Act, 1956. 7. The Transferor Company had filed Company Application No.298 of 2015, seeking dispensation of the meetings of the Equity Shareholders, as well as the Unsecured Creditor(s) of the Company, in view of due consent received from them. This Court, by an order dated 1st October, 2015, took note of the aforesaid fact and in view of the consent letters received from the Equity Shareholders and Unsecured Creditor(s), dispensed with the requirement of holding the said meetings. 8. The Transferee Company had filed Company Application No.297 of 2015, seeking dispensation of the meetings of the Equity Shareholders, in view of due consent receiv....

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....Scheme. 12. Heard Mr.Rahul Dev, learned advocate on behalf of M/s.Wadia Ghandy & Co., learned counsel for the petitionerCompanies and Mr.Kshitij Amin, learned Central Government Standing Counsel on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India, for the Regional Director in both the petitions and the Official Liquidator in Company Petition No.404 of 2015. 13. The Regional Director, in his Common Affidavit, has made only formal remarks and has not made any negative observations with respect to the Scheme of Amalgamation. As is apparent from the Affidavit made by the Regional Director, there are no complaints against the petitionerCompanies. 14. It has, however, been stated by the Regional Director that no rep....

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....Scheme of Arrangement in the nature of Amalgamation amongst the petitionerCompanies and their respective shareholders and creditors deserves to be granted. The Scheme of Amalgamation is hereby sanctioned. The same shall be binding upon all the Equity Shareholders, Secured Creditors, Unsecured Creditors of the petitionerCompanies and all other agencies, departments and authorities of the Central, State and any other local authorities. 18. It is ordered that as required under Section 396A of the Companies Act, 1956, the Transferor Company shall not dispose of or destroy their books of accounts and other connected papers without the prior consent of the Central Government and shall preserve the same. 19. The petitionerCompanies shall pay....