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TMI Blog2013 (11) TMI 87X X X X Extracts X X X X X X X X Extracts X X X X ..... feror Company with Siemens Technology and Services Private Limited (hereafter referred to as „Transferee Company‟). 2. The registered office of the Petitioner Transferor Company is situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. The registered office of the Transferee Company is situated at Mumbai in the state of Maharashtra, outside the jurisdiction of this Court. 3. The details of the dates of incorporation of the Petitioner Transferor Company and the Transferee Company, their respective authorized, issued, subscribed and paid up capital have been given in the Petition. 4. The copies of the Memorandum and Articles of Association as well as the latest audited annual accounts fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... soever. 8. The Petitioner Transferor Company had earlier filed CA (M) No. 179 of 2012 in this Court seeking directions for dispensation from convening and holding the meetings of the shareholders and creditors. By the order dated 5th December 2012, this Court allowed the application and dispensed with the requirement of convening and holding the meetings of the shareholders and the creditors of the Petitioner Transferor Company. 9. The Petitioner Transferor company had thereafter filed CA No. 2332 of 2012 in CA (M) 179 of 2012 stating, inter alia, that (i) Petitioner Transferor Company is the wholly owned subsidiary of the Transferee Company and no new shares shall be issued by the Transferee Company, thus, the Scheme does not entail any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lish edition) and in „Jansatta‟ (Hindi edition). An affidavit of service and publication has been filed by the Petitioner showing compliance regarding service of the petition on the RD and the OL, and also regarding publication of citations in the aforesaid newspapers on 1st February 2013. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the affidavit of service. 11. In response to the notice issued in the petition, the RD has filed his affidavit/ Report dated 4th March 2013. In his affidavit, the RD, inter alia, has stated that the shares of the Transferee Company are held by a foreign company viz. M/s Siemens Pte Ltd., Singapore. Further, the Transferor Company was also a s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... given in para 9 and 10 of his report. 14. An affidavit dated 3rd May 2013, giving point wise reply to the aforesaid report of the OL, has been filed by the Petitioner Transferor Company with this Court in which it has been submitted: - (i) with regard to paragraph 9 of the aforesaid report of the OL, that: - Petitioner Transferor Company had paid off all the unsecured creditors under the head „trade payables‟ appearing in its trial balance as on 31st October 2012 and had also provided a certificate dated 7th November 2012 of an independent Chartered Accountant, M/s R.S. Kelkar & Co, confirming and certifying that all amounts due to unsecured creditors of the Petitioner Transferor Company as on 6th November 2012 had been paid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by this Court and the Scheme becoming effective, the unsecured creditors of the Petitioner Transferor Company would be entitled to a far better asset cover in respect of their debts due from Petitioner Transferor Company prior to such amalgamation.(ii) with regard to paragraph 10 of the aforesaid report of the OL, the Petitioner Transferor Company has submitted that there was an inadvertent and unintentional typographical error in recording the figure of Rs. 6,58,00,000/- as Rs. 65,80,000/-, the amount of consideration at which all its shares had been transferred by Siemens AG, Germany to the Transferee Company, in resolution No 4 passed by the BoDs of the Petitioner Transferor Company at its meeting held on 14th December 2012, which mista ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n received to the Scheme from any other party. Mr Manish Mohan, the authorised signatory of the Petitioner Transferor Company as also its Counsel have filed separate affidavits, both dated 15th March 2013, and it has been submitted by and on behalf of the Petitioner Transferor Company at the hearing before this Court that neither the Petitioner Transferor Company nor their Counsel has received any objection pursuant to citations published in the newspapers. 16. In view of the approval accorded by the shareholders of the Petitioner Transferor Company as well as the Transferee Company by giving their consent to the Scheme in writing and the Court waiving the convening and holding of the meetings of the shareholders and the creditors of the P ..... X X X X Extracts X X X X X X X X Extracts X X X X
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