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2013 (1) TMI 150 - DELHI HIGH COURTScheme of Amalgamation - Held that:- Dispensed with the requirement of convening meetings of all the Equity Shareholders and Unsecured Creditors of both the Petitioner Companies and Unsecured Debenture holder of Petitioner Company- II - Petition seeking sanction of the Scheme of Amalgamation published in English, Delhi Edition and Hindi, Delhi Edition. Official Liquidator's report stating no complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Petitioner Company -I do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. Transferor Company give an undertaking for all compliances from Reserve Bank of India as required under FEMA/FIPB for above transactions involving foreign entities, if deemed fit & proper by the Hon'ble Court - The provisions of section 4(7) does not apply to the Petitioner Companies as both the Petitioner Companies are the subsidiaries of Gold Hotels and Resorts Pte. Ltd. (“Parent Company”), a private limited company, incorporated under the laws of Singapore In view of the approval accorded by the Shareholders and Creditors, reports filed by the Regional Director (Northern Region), MCA and OL there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction granted - Petitioner Companies will comply with the statutory requirements by filing certified copy of the order be filed with the ROC within 30 days from the date of receipt of the same - the whole of the undertaking, the property, rights and powers with all the liabilities and duties of the Transferor Company/ Petitioner Company -I be transferred to and vest in the Transferee Company/ Petitioner Company -II without any further act or deed - the transferor company shall stand dissolved without winding up - this order will not grant exemption from payment of stamp duty or taxes or any other charges - Petitioner Companies would voluntarily deposit a sum of Rs. 1, 00,000/- in the Common Pool fund of the Official Liquidator within three weeks from today.
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