TMI Blog2012 (12) TMI 772X X X X Extracts X X X X X X X X Extracts X X X X ..... tio, especially when it has been accepted without demur unanimously by all the shareholders of the two companies, thus objection raised by the Official Liquidator that the valuation report is not on the basis of Book Value of shares is without merit. Thus in view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation filed by the Regional Director, Northern Region and no objection by the Official Liquidator, the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation - The Petitioner Companies will comply with the statutory requirements in accordance with law with filing certified copy of the formal order with the ROC within ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. The Petitioner Companies had earlier filed CA (M) 95 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 24th July, 2012, this Court allowed the Application and requirement of convening all the meetings of Shareholders and Creditors of the Transferor Company and of the Transferee Company were dispensed with. 8. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner companies had stated at Bar that the same has been filed on 8th December 2012 and the Regional Director has verified the receipts. 10. The Official Liquidator has also filed its report and in its report it had raised the objection that the valuation report is not on the basis of Book Value of shares. The counsel for the petitioner companies had relied on the Judgment dated 19th October,2011 in M/s Preet Machines Limited and Judgment dated 1st June 2012 in M/s Indrama Investment Pvt. Limited wherein it both the judgments the courts had relied upon the Mihir H.Mafatlal Vs. Mafatlal Industries Limited and have held that the once the exchange ratio of the shares have been worked out by the Chartered Accountants, who are expert in the fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erms of the provisions of Sections 391 and 394 of the Companies Act, 1956, all 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, all the liabilities and duties of the Transferor Company be transferred to the Transferee 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 any other charges, if payable, in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. 13. The Petitioner Companies would voluntarily deposit a sum of Rs. 1 Lac in the Common Pool fu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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