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TMI Blog2013 (1) TMI 7X X X X Extracts X X X X X X X X Extracts X X X X ..... RADE PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 3"), RICHI LOOK MARKETING PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 4"), SWAMI FOODS LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 5"), JAGRITI TRADECON PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 6"), MK REALTRADE PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 7"), BHOLEYJI INFRATRADE PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 8"), THREE-D FOOD AND BEVERAGES PRIVATE LIMITED (hereinafter referred to as "the Applicant/Transferor Company No. 9"), EXCLUSIVE AGENCIES LIMITED (herein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Applicant/Transferor Companies and the Applicant/Transferee Company. 7. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: Kalakriti Engineers India Limited (Transferor Company No.1) 10 Shares of Transferee Company for every 26 shares Kalakriti Infratrade Private Limited (Transferor Company No.2) 10 Shares of Transferee Company for every 28 shares First Realtrade Private Limited (Transferor Company No.3) 10 Shares of Transferee Company for every 10 shares Richi Look Marketing Private L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Vide order dated 31st July 2012, this Court allowed the Application and dispensed with the requirement of convening meetings of its equity Shareholders and unsecured creditors. 9. The Applicant / Transferor Companies and the Applicant / Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated 22nd August 2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region and to the Official Liquidator. Citations were also directed to be published in "The Times of India (English)" and "Jansatta (Hindi)" and in the official Gazette of Delhi. Affidavit of Service and Publication has been filed by the Applicant / Transferee Company showing comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s that any amendment in the MOA & AOA for adopting the object of the transferor Companies by the Transferee Company shall be carried out after complying the provision prescribed under the Companies Act, 1956. (b) In response to Para 6 of the affidavit, the Applicant / transferee Company has given its justification for issuances of shares on premium @ Rs. 490 per share to the Transferor Companies as referred in the para. The justification is that the Transferor Companies are majorly dealing with the SRS Group of Companies that has made substantial growth during the previous couple of years in the various sectors. Further, the said Transferor Companies had the potential projects to carry out in association with the SRS Group of Companies. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and declared in the affidavit that it is running its office at the said address. The photographs of the said office of the Applicant/Transferee Company indicating its office operation has also been attached with the reply to the affidavit filed by the Applicant/Transferee Company. 11. That pursuant to the notices issued, the Official Liquidator sought information from the Applicant / Transferor Companies and the Applicant / Transferee Company. Based on the information received, the Official Liquidator has filed his report dated 7-12-2012 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 Applicant / Transferor C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme, the whole or part undertaking, the property, rights and powers of the Applicant / Transferor Companies be transferred to and vest in the Applicant / Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Applicant / Transferor Companies be transferred to the Applicant / Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Applicant / Transferor Companies 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, taxes or any other charges, if payable in accordance with law; or permission/compliance with any oth ..... X X X X Extracts X X X X X X X X Extracts X X X X
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