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TMI Blog2015 (3) TMI 284X X X X Extracts X X X X X X X X Extracts X X X X ..... Constructions Private Limited (hereinafter referred to as the Transferor Company No. 2), Deltaland Real Estate Private Limited (hereinafter referred to as the Transferor Company No. 3), Domus Realtors Private Limited (hereinafter referred to as the Transferor Company No. 4), First City Real Estate Private Limited (hereinafter referred to as the Transferor Company No. 5), Flora Real Estate Private Limited (hereinafter referred to as the Transferor Company No. 6), Irving Builders & Developers Private Limited (hereinafter referred to as the Transferor Company No. 7), Mariposa Builders & Developers Private Limited(hereinafter referred to as the Transferor Company No. 8), Saguna Builders & Developers Private Limited (hereinafter referred to as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme of Amalgamation have also been placed on record. 6. Learned Counsel for the Petitioner Companies submits 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) No. 128 of 2013 in this Court seeking directions of this Court for dispensation of meetings Shareholders of the Petitioner Companies and Unsecured Creditors of Petitioner Companies No. 5, 6, 9, 10, 11 and 12. By Order dated 27.09.2013, this Court dispensed with the requirements of convening of meetings of the shareholders of all Petitioner Companies and Unsecured Creditors of Petitioner Companies No. 5, 6, 9, 10, 11 and 12. Further this Court further directe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h September 2014, 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 Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the 2nd proviso of section 394(1) of the Act. 10. In response to the notice issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs, has filed his Affidavit/Report dated 12th August 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the land owned by the Transferor Companies and the Transferee Company are within the land Ceiling limits and is not in violation the Urban Land ( Ceiling & Regulation ) Act, 1976. It is further submitted that land situated in State of Punjab is within the stipulated limits, as prescribed by the Punjab Land Reforms Act, 1972. It is further submitted that even post amalgamation, the land owned by the Transferor Companies and the Transferee Company shall remain within the land ceiling limits, as prescribed by the Urban Land ( Ceiling & Regulation ) Act, 1976 and the Punjab Land Reforms Act, 1972. 4. That the Petitioner Companies categorically undertake that they have not violated any provision of the Urban Land ( Ceiling & Regulation ) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... algamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. 17. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Companies 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 Companies be transferred to the Transferee Company without any further act or deed. 18. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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