2016 (5) TMI 643

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....ited. 2. Centurion Laboratories Private Limited, the Transferee Company, filed Company Application No.319 of 2015, seeking dispensation of the meeting of the Equity Shareholders and to convene the meetings of the Secured Creditors and Unsecured Creditors of the petitioner company. By an order dated 27.10.2015, passed in Company Application No.319 of 2015, this Court directed the dispensation of the meeting of the Equity Shareholders while directing convening of the meetings of the Secured Creditors and Unsecured Creditors. 3. Thereafter, the petitioner filed Misc. Civil Application (OJ) No.209/2015, seeking modification of the order dated 27.10.2015, passed by this Court in Company Application No.319/2015, to the extent of the directi....

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.... of the meetings of the Secured Creditors and Unsecured Creditors. 6. Thereafter, the petitioner filed Misc. Civil Application (OJ) No.208/2015, seeking modification of the order dated 27.10.2015, passed by this Court in Company Application No.318/2015, to the extent of directions issued pertaining to the meeting of the Secured Creditors. By an order dated 23.12.2015, this Court ordered the omission of the directions contained in the order dated 27.10.2015 made in Company Application No.318/2015, to the extent of the holding and convening the meeting of the Secured Creditors. The Court further ordered that in view of the fact that all the Secured Creditors have given their consent in writing, in approval of the Scheme, the meeting of the....

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....ublication of the advertisements. 11. In response to the notice issued, the Regional Director has filed a common affidavit dated 4.4.2016, making only two observations. The first observation is with regard to the Share Exchange Ratio and the second observation is with regard to the Income Tax Department. 12. In response to the affidavit of the Regional Director dated 4.4.2016, the petitioner Transferee Company has filed an affidavit dated 12.4.2016. With regard to the first observation, it is submitted that the petitioner companies have submitted the valuation report dated 5.10.2015, prepared by M/s. Jitendra K. Jain & Associates, Chartered Accountants, Vadodara. The report is a composite report which contains all the workings. It is ....

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....l Government Standing Counsel on behalf of Mr.Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the report of the Regional Director and the report of the Official Liquidator, the reply filed on behalf of the Petitioner Transferee Company and having considered the Scheme of Amalgamation together with the relevant documents on record, this Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 16. In view of the above, the Scheme of Amalgamation is sanctioned. The petitioner Transferor company is directed to preserve its books of accounts, papers and records and not to dispose of the records without prior permission of Central Government as per the provision....