AI Drafter 
TaxTMI 
TaxTMI 
2016 (8) TMI 1584
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....he purpose of obtaining the sanction of this court to a Scheme of Amalgamation of two Transferor Companies viz. Kaizen Stocktrade Private Limited and Kaizen Finstock Private Limited with Kunvarji Fincorp Private Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all these companies belong to the same group of management and the two Transferor Companies are engaged in commercial activities of similar nature viz. trading in Equities, currencies, commodities including derivatives as well as agro commodities. The Transferee Company is a NBFC registered with Reserve Bank of India. The Board of Directors of these Companies thought it appropriate to amalgamate them in order to streamline the cur....
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.... the newspapers being 'Indian Express', English daily and 'Sandesh', Gujarati daily both Ahmedabad editions of 18th June 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 21st June 2016 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the common additional affidavit dated 2nd August 2016. 6. Notice of the petitions has been served upon the Office of the Official Liquidator for the Transferor companies. The reports dated 4th August 2016 has been filed by the Official Liquidator after taking into account the respective reports of the Chartered Accountant appointed by him....
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....urt is drawn to the Additional Affidavit dated 2nd August 2016 filed by Ms. Shilpa Agrawal, the Director and Authorised Signatory of the Petitioner Transferee Company, whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a) and (b) are factual statements and do not require any response. (ii) The observation made vide para 2(c) pertains to the Valuation Report supplied by M/S Kunte & Modha Associates, Chartered Accountants recommending the Share Exchange Ratio. It has been observed by the Regional Direct....
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....4. In this regard, it has been submitted that clause 10 (i) of the Scheme has already envisaged the compliance of the aforesaid standard and the treatment proposed under clause 10(iii) is not in contravention of the said standard. Further, the Regional Director has sought an undertaking that reserves so created, if any, shall not be available for distribution of dividend as well as an amendment in the Scheme submitted for sanction of this Hon'ble Court. In this regard, it has been pointed out and reliance has been placed on the decision of the Hon'ble Division Bench of the Gujarat High Court in O. J. Appeal No. 33 of 2012 in the matter of Adishree Tradelinks Private Limited (176 Company Cases 67 Guj.) Perusal of the same makes it clear that....
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.... of the shareholders of the petitioner companies and the public at large. 9. Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 2nd August 2016, and considering the Judgment relied upon, I am satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs, do not survive. I have come to the conclusion that the present scheme of amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. The Scheme is hereby sanctioned. 10. Prayers in terms of paragraph 16(a) of the Co. Petitions No. 235, ....