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2013 (4) TMI 508 - HC - Companies LawScheme of amalgamation - Petitions u/s 391 and 394 of the Companies Act, 1956 – as contention raised by the one of the equity shareholder of the Company for stay or the cancellation of the meetings of the shareholders for sanctioning scheme - as that during the inspection of the books of account and record of both companies had been conducted in 2008 and various violations of the Act were observed - the said application was disposed of noting that the meetings of the shareholders had already been held on 12th May 2011. Equity shareholder was given the opportunity to raise objections at the second motion stage and also forward his objections to the Regional Director ('RD') as well as the Registrar of Companies ('ROC') so that they could consider his objections while filing their replies at the second motion stage. Held that – As no material records are found to be placed by Mr. H.K. Chadha to substantiate the plea this Court finds that apart from the objections of Mr. H.K. Chadha, the holder of 8 equity shares, which objections have been found to be without merit, there is no other objection to the sanctioning of the Scheme. Consequently this Court accords its sanction to the Scheme which is at Annexure V to the petition. As pointed out by the RD, upon the sanctioning of the Scheme, in terms of Sections 391 and 394 of the Act, all the properties, rights and powers of BSMCL will be transferred to and will vest in PSPL without any further act or deed. BSMCL will be taken to be dissolved without winding up and without any formal petition being filed for that purpose. The necessary intimation will be filed with the ROC within 21 days. However, this order will not be construed as an order from making exemption from payment of stamp duty or taxes or any charges, if payable in accordance with law or any permission required under any other law, or permission/compliance with any other requirement which may be specifically required under any law. The learned Senior counsel for BSMCL has stated voluntarily that upon the Scheme being sanctioned, it would deposit a sum of Rs. 1 lakh with the Common Pool Fund of the OL. The said statement is taken on record. The amount be deposited with the said fund of the OL within three weeks. The petitions are allowed in the above terms, but in the circumstances, with no order as to costs.
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