2016 (4) TMI 393

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....Private Limited, the Transferee Company, as proposed under Sections 391 to 394 of the Companies Act, 1956. 2. It is submitted that all the three companies in the proposed Scheme belong to the same group of management viz. Rajhans group and are incorporated to engage in Real Estate activities. The present Scheme of Arrangement is proposed for the consolidation of operations, to streamline the current organization structure and to realize commercial synergies. The petitions provide the details of the anticipated advantages. 3. It is submitted that vide orders dated 4th January 2016, passed in Company Applications Nos.393, 394 and 395 of 2015, the meetings of the Equity Shareholders of all the companies were dispensed with, in light of the c....

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....embers or public interest; hence the petitioner Transferor Companies may be dissolved without following the process of windingup. However, the Official Liquidator has sought directions to preserve the books of accounts, papers and records and not to dispose of the same without the prior permission of the Central Government as per the provisions of Section 396(A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without the prior permission of the Central Government. It is further directed that even after the Scheme is sanctioned, the Transferor Companies shall comply with all the applicable provisio....

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....tral Government. A common affidavit dated 21st March 2016 has been filed by Mr.Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 8. The attention of this Court is drawn to the common Additional Affidavit dated 28th March 2016 filed by Mr.Manoj Movalia, the Authorised Signatory of the petitioner Companies, whereby the said issues have been dealt with. This Court has considered the submissions advanced by the learned counsel appearing for the Central Government and Mrs. Swati Soparkar, learned advocate for the petitioners, regarding the said observations; (i) The observations made vide Paragraphs2( a), 2(b) and 2(c) of the affidavit of the Regional Director ....

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....y. Since the statutory period of 15 days, as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it can be presumed that the Income Tax Department has no objection to the proposed Scheme of Arrangement. The petitioner Companies have agreed to comply with the applicable provisions of the Income Tax Act and Rules. In view of the same, no further directions are required to be issued to the petitioner Companies in this regard. 9. Considering the above position and taking into account the contentions raised in the affidavits and counter affidavits, and the submissions advanced during the course of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, h....