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TMI Blog2012 (8) TMI 141X X X X Extracts X X X X X X X X Extracts X X X X ..... e Transferee Company is situated at Delhi and is therefore within the Territorial Jurisdiction of the Court. 3 The Petitioners have placed on record the copy of the Scheme of amalgamations . The salient features of the Scheme and the circumstances necessitating the Scheme have been explained in the Petition. 4 The Transferor Company was incorporated on 10.08.1978 in the name and style of " SATYAM INVESTMENTS PRIVATE LIMITED " as a Private Limited Company with Limited Liability with the Registrar of Companies NCT of Delhi & Haryana and a certificate of incorporation was issued by the Registrar of Companies in this respect. The name of the Transferor Company in consequence of special resolution in terms of Section 31& 21 of the Companies Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve preference share of Rs 100/- (Rupees Hundred Only each). The Issued, subscribed and Paid Up share capital of Transferee Company is Rs. & 78,81,600/- (Rupees Seventy Eight Lac Eighty One Thousand six hundred only ) divided into 78,816/-( Seventy Eight Thousand eight hundred sixteen ) equity shares of Rs. 100/- (Rupees Hundred Only) each with voting rights, fully paid up. However by a circular resolution, dated 31st March 2011, of the Board of Directors of the Transferee Company has approved redemption of 1000(8%) redeemable preference share of Rs. 100/- each fully paid up along with dividend at the rate of 8% and paid on 18.04.2011. 6 The Transferor Company has placed on record the proposed Scheme of Amalgamation . The salient features a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 42/2012 praying for directions seeking dispensation from convening the meeting of the Equity Shareholder of the Transferor Company and Equity Shareholder, Secured and Unsecured Creditors of the Transferee Company. The said Application was disposed off by an order dated 06.03.2012,dispensing with the requirement of convening the meetings of the Equity Shareholders, Secured and Unsecured Creditors as the respective consents to the Scheme of amalgamations have been already filed. 9 Thereafter, the present Petition being CP No 120/2012 has been filed for the sanction of the Scheme of Amalgamation under Section 391-394 of the Companies Act read with Companies ( Court ) Rules, 1959. 10 The Petitioner have also stated that no proceedings are p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t,1956 to effectuate change in the Memorandum of Association of the Transferee Company. 14 The official Liquidator has also filed a report dated 04.07.12. Perusal of the report shows that the official liquidator has no objection to the grant of sanction to the Scheme of Amalgamation. 15 No Third party has filed any objection to the Scheme of the Amalgamation . 16 In the aforesaid circumstances and having regard to the averments made in this Petition and the materials placed on record and the affidavits filed by the Regional Director , Ministry of Company Affairs, Noida, and the Official Liquidator. I am satisfied that the prayer made in the Petition deserves to be allowed. I also do not find any legal impediment to the grant of sanction ..... X X X X Extracts X X X X X X X X Extracts X X X X
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