TMI Blog2012 (10) TMI 916X X X X Extracts X X X X X X X X Extracts X X X X ..... d any objection pursuant to citations published in the newspapers & no objection has been received to the Scheme of Amalgamation & Arrangement from any other party, thus sanction is hereby granted to the Scheme of Amalgamation & Arrangement under Section 391 and 394 of the Companies Act, 1956 - Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same - the whole or part of the undertaking, the property, rights and powers with all the liabilities and duties of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies shall stand dissolved without winding up. This or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esolutions passed by the Board of Directors of the Transferor Company and the Transferee Company approving the Scheme of Amalgamation Arrangement have also been placed on record. 6. It has been submitted that no proceedings under Section 235-251 of the Companies Act, 1956 are pending against the Petitioner Companies. 7. So far as the exchange ratio for the Amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue and allot to the equity shareholders of the Transferor Company, 1,455 (One Thousand Four Hundred and Fifty Five) Equity shares of face value of Rs. 10/- each, for every 100 (One Hundred) Equity shares of the face value of Rs. 10/- each held by the share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors of the Transferee Company. 10. The Petitioner Transferor Company and the Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation Arrangement. Vide order dated 15.05.2012, notice in the Petition was directed to be issued to the Regional Director (Northern Region), Ministry of Corporate Affairs and the Official Liquidator. Citations were also directed to be published in Business Standard (English Edition) and Dainik Bhaskar (Hindi Edition). Affidavit of service and publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director (Northern Region), Ministry of Corporate Affairs and the Official Liquidator, and also regarding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , accounting aspects as specified in the Accounting Standard 14 shall be duly complied with. (c) The Transferee Company shall comply with the procedure prescribed under the Companies Act, 1956 for alteration of the Memorandum of Association of the Transferee Company. 14. The Petitioner Companies have thus explained/agreed to abide by the observations/requirements pointed out by the Regional Director (Northern Region). 15. No objection has been received to the Scheme of Amalgamation Arrangement from any other party. Mr. Vijay Nair, Counsel for the Petitioner Companies has filed an affidavit dated 20.09.2012 stating that neither the Petitioner Companies nor their counsels have received any objection pursuant to citations published i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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