TMI Blog2012 (12) TMI 54X X X X Extracts X X X X X X X X Extracts X X X X ..... l comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Memorandum and Articles of Association as well as the latest audited Accounts as at 31st March, 2011 of the Petitioner Transferor Company and Transferee Company have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record. 6. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7. So far as Share Exchange ratio is concerned, the Scheme provides that upon amalgamation of the Transferor Company into the Transferee Company‟ pursuant to the Scheme of Amalgamation, the following would be the share Exchange R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... suant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 02.11.2012 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 11. In response to the notices issued in the Petition, Mr. Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 19th October, 2012. Relying on Clause 7 of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oans or facility taken/availed before coming into effect of this Scheme of Amalgamation would continue to be the security for said loans or facility which would be transferred to the Transferee Company pursuant to this Scheme of amalgamation. It implies that no further assets of the Transferee Company or the assets of the Transferor Company transferred to the Transferee Company would be available as security for the loans or facility created by the Transferor Company. 14. However, at this stage the learned counsel for the petitioner submits that he would delete Para 2(n) from the Scheme which is accordingly ordered. Additional affidavit to this effect as also the amended Scheme is taken on record. 15. The Authorised Signatory Ms. Suman ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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