TaxTMI 
TaxTMI 
2016 (6) TMI 856
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....nction of this court to a Scheme of Amalgamation between N. Desai Enterprises (India) Private Limited viz. the Transferor Company and N. Desai Papers Private Limited viz. the Transferee Company proposed under Sections 391 to 394 of the Companies Act, 1956. 2. Ms. Vaibhavi Parikh, learned advocate for the petitioner companies submitted that N. Desai Enterprises (India) Private Limited, the Transferor Company is a private limited company and presently engaged in the wholesale trading business of paper and paper board. N. Desai Papers Private Limited, the Transferee Company is a private limited company and presently engaged in the wholesale trading business of paper and paper board. 3. It has been further pointed out that both the Compan....
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....ed with in view of the written consent letters from all its shareholders, approving the proposed scheme and confirmation of the same by the certified Chartered Accountant, being placed on record. The meeting of the Creditors of the Transferee Company was dispensed with accepting the contention that rights and interests of these creditors are not being adversely affected due to the proposed scheme. 6. The substantive petitions for the sanction of the scheme were filed by both the Companies which were admitted on 13th April, 2016. The notice for the hearing of the petitions were duly advertised in the newspapers being The 'Indian Express' and 'Jai Hind' both Ahmedabad Editions on 3rd May, 2016, and the publication in the Government gaz....
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....ompany by the Transferee Company as envisaged in the Scheme and amend Clause 12 of the Scheme accordingly. In response to the said observation, the learned counsel for the Petitioner Companies submitted that the employees other than permanent employees that are employed by the Transferor Company are as per the contractual obligations and therefore cannot be absorbed by the Transferee Company as the validity of the contract is for a specific period. In any case, the employees other than the permanent employees are automatically covered under the scheme as all the contracts entered into by the Transferor Company which are valid as on the effective date shall be binding on the Transferee Company and therefore this becomes an automatic absorpti....
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....d by the Regional Director that the proposed Scheme of Amalgamation is not prejudicial to the interest of Shareholders of the Petitioner Companies and the public at large. 9. Notice of the petition of the Transferor Company was served upon the Official Liquidator. The Official Liquidator filed his report dated 7th June, 2016. The Official Liquidator has opined that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The Official Liquidator has requested that the Transferor Company may be directed to preserve the books of accounts, papers and records and not to dispose of the records without prior permission of Central Government as per the provisi....