2016 (12) TMI 1251

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....he sanction of this court to a Scheme of Amalgamation of Diamond Infrastructure Private Limited, the Transferor Company with Radiant Urja Limited, the Transferee Company; proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that both these companies belong to the same group of management. The Transferor Company has been engaged in the business of carrying out Real Estate Construction and investments in Real Estate and Treasury. The Transferee Company was incorporated with the primary object of generation, transmission and distribution of electrical energy. The Board of Directors of these Companies thought it appropriate to amalgamate them in order to further streamline the current organization structure.....

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....same has been further confirmed by the additional affidavit dated 14th December 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. A report dated 13th December 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator that the affairs of the Transferor Company have been conducted within its object clauses and they have not been conducted in any manner prejudicial to the interest of the members or public interest, hence the petitioner Transferor company may be dissolved without following the process of winding up. However, the Official L....

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....appearing for the petitioners. Learned counsel for the petitioners has submitted that: (i) The observations made vide para 2(a), (b) and (c) contain statements of fact pertaining to jurisdiction, nature of proposal, proposed exchange ratio and purpose of the Scheme and do not require any response. (ii) The observation made vide paragraph 2 (d) of the said affidavit pertains to the issue of business of the petitioner Transferee Company, namely Radiant Urja Limited, relating to power generation business which is regulated by the respective regulatory authority. The Regional Director has observed that the company should obtain necessary licenses, approvals, NOCs and other regulatory permissions as may be required. In this regard, it has ....

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....ion at Paragraph 2 (g) confirmed that it has no other objection except the above and further confirmed that the proposed Scheme is not prejudicial to the interest of the shareholders of the petitioner companies and the public at large. 8. Considering all the above facts and circumstances and taking into account the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 14th December 2016, and submissions made at the time of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, no longer survive. After perusal of the material on record, it appears that the present Scheme of Amalgamation is in the interest of its s....