2016 (12) TMI 1564

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....ders and creditors. Counsel submits that the transferor company No.1 (Fine Mining (Granite) Private Limited) having its registered office at Makrana Road, Madanganj Kishangarh, Rajasthan was incorporated on 15-11-1996 under the Act of 1956. It has authorised share capital of Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- only. The issued, subscribed and paid up share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The copy of the audited balance sheet as on 31-3- 2016 has been annexed as Annexure-1. The transferor company No.2 (Ridhi Sidhi Chem Private Limited) having its registered office at Makrana Road, Madanganj Kishangarh Rajasthan was incorporated on 30-4-1996 under the Act of 1956. It has....

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....annexed with the petition as Annexure-6. Meetings of shareholders and creditors of the petitioner companies were dispensed with vide order dated 8-7-2016 in SB Company Application No.120/2016, with liberty to move for second motion seeking sanction/ approval of the scheme of amalgamation after due process. Hence this petition for second motion seeking approval of the scheme of amalgamation under consideration. Notice were issued by this court on 26-8-2016 to the Regional Director, North Western Region, Ministry of Corporate Affairs Ahemdabad and the Official Liquidator attached to this court with further direction to publish the same in Rajasthan Patrika, Ajmer Edition and Financial Express Delhi Edition. This was so done on 17-9-2016, c....

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....pplication for sanctioning of amalgamation on an application under Sections 391 and 394 of the Act of 1956 is supervisory in nature and limited to ensure that in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the report of the Official Liquidator, on notice being sent to them on second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income Tax Clearance, to my mind, is a matter which does not directly flow from the language of Section 391 of the Act of 1956. Income Tax liability is a matter distinct from manner of car....