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TMI Blog2013 (10) TMI 358X X X X Extracts X X X X X X X X Extracts X X X X ..... ications (India) Private limited (hereinafter referred to as 'Transferor company') and Sony India Private Limited (hereinafter referred to as 'Transferee company') ("hereinafter collectively referred to as 'Petitioner companies'). 2. The registered offices of the Petitioner companies are situated in New Delhi, within the jurisdiction of this Court. 3. The details of the dates of incorporation of the Petitioner companies, their authorized, issued, subscribed and paid up capital have been set out in the petition. 4. The copies of the Memorandum and Articles of Association as well as their latest audited annual accounts for the year ended 31st March 2012 of the Petitioner companies have also been placed on record. 5. The copies of the reso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sh) and 'Dainik Jagran' (Hindi). An affidavit of service and publication dated 15th May 2013 has been filed showing compliance regarding service of the petition on the RD, the Registrar of Companies ('ROC') and the OL, and also regarding publication of citations in the aforesaid newspapers. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the said affidavit. 10. Pursuant to the notices issued, the OL sought information from the Petitioner companies. Based on the information received, the OL has filed his report 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 P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have given their consent to the proposed share exchange ratio indicated in the valuation report. Moreover, since 100% effective holding of the Petitioner companies ultimately being with the same entity i.e. Sony Corporation, Japan, any share exchange ratio is fair and reasonable from the point of view of ultimate equity shareholder's interest for the amalgamation. In view of the above said clarification, the observations made by the RD no longer survive. 13. Further, the RD in Para 6 of his affidavit has observed on perusal of the shareholding pattern of the Transferor company that all its shares are held by foreign companies viz. M/s Sony Mobile Communications International AB, Sweden and M/s Sony Mobile Communications AB, Sweden. Simil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in accordance with law. 17. The certified copy of the order will be filed with the ROC within 30 days from the date of receipt of the same. In terms of Sections 391 and 394 of the Act and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Transferor company 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 company without any further act or deed. Upon the Scheme coming into effect the Transferor company shall stand dissolved without winding up. 18. It is, however, clarified that this order will not be construed as an order gran ..... X X X X Extracts X X X X X X X X Extracts X X X X
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