TMI Blog2013 (10) TMI 196X X X X Extracts X X X X X X X X Extracts X X X X ..... tion only after the same is also sanctioned by the Bangalore Bench of Karnataka High Court. The Petitioner company will comply with the statutory requirements in accordance with law - Upon sanctioning of the Scheme by Bangalore Bench of Karnataka High Court, the certified copy of this order shall be filed with the Registrar of Companies within 30 days. In terms of Sections 391 and 394 of Act and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Petitioner Transferor company 2 shall 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 shall be transferred to the Transferee com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ngalore on 31st July 2013. 4. The details of the dates of incorporation of the Petitioner Transferor company 2, Transferor company 1 and the Transferee company, their authorized, issued, subscribed and paid-up capital have been set out in the petition. 5. The copies of the Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31st March 2012 of the Petitioner Transferor company 2, Transferor company 1 and the Transferee company have been placed on record. 6. The copies of the resolutions passed by the Boards of Directors ( BoDs ) of the Petitioner Transferor company 2, Transferor company 1 and the Transferee company approving the Scheme have been enclosed with the petition. 7. Learne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Transferee company shall, without any application or deed, issue and allot to every member of the Transferor company holding fully paid-up equity shares in the Transferor company and whose names appear in the register of members of the Transferor company on such date ( Record Date ) as the BoDs of the Transferee company will determine:- a. 372 (Three Hundred Seventy Two) fully paid-up equity shares of Rs. 10/- each of the Transferee company shall be issued and allotted for every 1 (One) fully paid-up equity share of Rs. 10 each held in the Petitioner Transferor company 2; and b. 688 (Six Hundred Eighty Eight) fully paid-up equity shares of Rs.10/- each of Transferee company shall be issued and allotted for every 1 (One) fully paid-up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat all the employees of the Petitioner Transferor company 2 shall become employees of the Transferee company without any break or interruption in their services upon sanctioning of the Scheme. 14. The RD further submitted that as per the shareholding pattern of the Petitioner Transferor company 2, the entire shareholding is held by foreign companies i.e. Standard Microsystems Corporation and Standard Microsystems Corporation, Asia. Thus, the Petitioner Transferor company 2 be asked to give an undertaking that it shall comply with all the laws, rules, regulations, provisions, notifications as may be issued by Reserve Bank of India (RBI) or provided under the Foreign Exchange Management Act, 1999 (FEMA). The learned counsel for the Petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ration only after the same is also sanctioned by the Bangalore Bench of Karnataka High Court. The Petitioner company will comply with the statutory requirements in accordance with law. 18. Upon sanctioning of the Scheme by Bangalore Bench of Karnataka High Court, the certified copy of this order shall be filed with the Registrar of Companies within 30 days. In terms of Sections 391 and 394 of Act and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Petitioner Transferor company 2 shall 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 shall be transferred to the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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