2014 (4) TMI 1318

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....d and their respective share holders and creditors. 2. It is averred in the petition that the two Transferor Companies and the petitioner Transferee Company belong to the same group of management. The amalgamation is proposed in order to achieve synergic benefits and consolidation of the activities and elimination of number of non-operating companies in the group, reduction and operation compliance costs and simplification of the group structure. According to the petitioner, the amalgamation will be advantageous to the share holders as well as the creditors of the company. The details of the benefits envisaged due to the Scheme are set out in the petition. 3. It is further averred that vide order dated 10.01.2014 passed in Company Applica....

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....s been filed before this court. Shri Iqbal A. Shaikh, learned senior standing counsel appears in Company Petition No.17 of 2014 and has filed an affidavit dated 24.03.2014 made by the Regional Director, (North- Western Region), Ministry of Corporate Affairs, wherein it has, inter alia, been stated that there appears to be no justification in keeping the two "appointed dates" as 01.04.2013 and 02.04.2013 and that the common appointed date should have been 01.04.2013 for both the transferee companies. Therefore, the transfer of assets and liability may be directed to be with effect from 01.04.2013 and the court may direct the Petitioner Company to keep the common appointed date as 01.04.2013 or any other common date as may be directed by this....

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....ich, no further directions are required to be issued to the Petitioner Company in this regard. As regards the observation with regard to the need and rationale of two appointed dates, it is submitted that in order to avoid any ambiguity in respect to issue of shares as consideration on merger of the first Transferor Company and second Transferor Company with the petitioner Transferee Company, the Scheme contains two appointed dates. According to the petitioner, there is no legal bar on the choice of appointed date. It is the prerogative of the Board of Directors of the Petitioner Company to select the appointed date for the Scheme which is required to be approved by the shareholders of the respective petitioner companies. Both these requisi....

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....d 118/2014 filed by the two Transferor Companies are pending final hearing before the High Court of Judicature at Bombay, the Scheme at Annexure-E is sanctioned subject to approval being obtained by the two Transferor Companies in Company Petitions No.117/2014 and 118/2014 by the High Court of Judicature at Bombay. The prayer in terms of paragraph-24(a) of the Company Petition No.17 of 2014, is hereby granted subject to the Scheme being approved by High Court of Judicature at Bombay in Company Petitions No.117/2014 & 118/2014 filed by the two Transferor Companies. 9. The petition is disposed of accordingly. So far as the cost to be paid to Shri Iqbal A. Sheikh, the Central Government Counsel is concerned, the same is quantified at Rs.7500/....