TaxTMI 
TaxTMI 
2016 (12) TMI 1018
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....heme of Amalgamation of SEP Energy Wind (Maharashtra) Private Limited with SEP Energy Private Limited. 2. SEP Energy Private Limited, the Transferee Company, tiled Company Application No.397 of 2016 seeking dispensation of the meeting of the Equity Shareholders and Preference Shareholders of the petitioner Company. By an order dated 01.09.2016 passed in Company Application No.397 of 2016, this Court ordered dispensation of the meeting of the Equity Shareholders and Preference Shareholders. This Court further ordered that this being the Transferee Company, the meeting of the creditors is not required to be held. 3. SEP Energy Wind (Maharashtra) Private Limited, the Transferor Company filed Company Application No.398 of 2016 seeking dis....
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....d to the Transferee Company holding 9990 Equity Shares of the petitioner Transferor Company and the effect of the sanction of the Scheme. 8. The second observation made by the Regional Director is with regard to the compliance of FEMA and/or RBI guidelines. 9. The third observation is with regard to obtaining approvals for the business of power generation. 10. The fourth observation is with regard to contingent liabilities of the Transferee Company. 11. The last observation is with regard to the comments from the Income Tax Department. According to the Regional Director, the petitioner Companies may be directed to undertake compliance of the Income Tax Act and Rules. 12. In response to the affidavit of the Regional Director d....
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...., approvals and permissions as required for the business of power generation. Without prejudice, the petitioner Company states that the petitioner Transferee Company would obtain, if not obtained, any other licence, approval or permission from the competent authority, as per the applicable law. 16. With regard to the fourth observation, it is submitted that the contingent liabilities will have no bearing, whatsoever, upon the Scheme, inasmuch as these contingent liabilities are of the Transferee Company, which would survive even after the sanction of the Scheme by this Court. Without prejudice, it is submitted that the contingent liabilities pertain to corporate guarantee given in favour of the bank, towards the loan sanctioned to the cu....
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....nies, Mr. Kshitij Amin for Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the affidavit filed by the petitioner Transferee Company in response to the report of Regional Director and having considered the Scheme of Amalgamation together with the relevant documents on record, the Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. 20. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner Transferor Company shall preserve its books of accounts, papers and record and shall not dispose of the records without the prior permission of ....