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TMI Blog2012 (12) TMI 311X X X X Extracts X X X X X X X X Extracts X X X X ..... REFRACTORIES AND SW PIPES PRIVATE LIMITED (Demerged Company); into B N B S CEMENTS AND PRODUCTS PRIVATE LIMITED (Resultant Company). 2 The registered offices of the Petitioner Demerged Company and Resultant Company are situated at New Delhi, within the jurisdiction of this Court. 3 Details with regard to the date of incorporation of Demerged Company and Resultant Company, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4 Copies of the Memorandum and Articles of Association as well as the latest audited Accounts as at 31st March, 2011 of the Petitioner Demerged Company and Resultant Company have also been enclosed with the Petition. 5 Copies of the Resolutions passed by the Board of Directors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspaper on October 26, 2012. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 10 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 1st November, 2012. Relying on Clause 8 (a) of the Scheme of Arrangement, he has stated that, upon sanction of the Scheme of Arrangement, all the employees of the Demerged Company shall become the emplo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry of the De-merged Company). Also both the Companies are controlled by the members of the same family. (ii) The copy of the Scheme of Arrangement was provided to all the shareholders and the creditors of the De-merged Company and the Resultant Company and was approved by them. (iii) That the Scheme of Arrangement is to take effect from 1st day of April 2011 and complete balance sheet of the Demerged Company as at 31st March 2011 was approved by the shareholders of Demerged Company and filed along with the First Motion Application filed with this Hon'ble Court. (i) That the Ld. Regional Director vide their letter bearing no. 6/145/T-1/2011/3179 dated 8th August 2012 directed the petitioner Companies to submit the details of the Estate Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 of the assets, rights and powers of the Estate Division of Demerged Company be transferred to and vest in the Resultant Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Estate Division of Demerged Company be transferred to the Resultant Company without any further act or deed. 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 requireme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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