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TMI Blog2015 (4) TMI 987X X X X Extracts X X X X X X X X Extracts X X X X ..... eferred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 23rd August, 2007 with the Registrar of Companies, West Bengal. The company shifted its registered office from State of West Bengal to NCT of Delhi and obtained a certificate in this regard from Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 10th September, 2013. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 9th February, 1995 with the Registrar of Companies, West Bengal. The company shifted its registered office ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resources and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: "249 equity shares of Rs. 10/- each of the transferee co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd motion petition calling for their objection, if any, to the Scheme. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 27th October, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region, the Official Liquidator and Housing Development Finance Corporation Limited, Munirka, New Delhi. Citations were also directed to be published in 'Business Standard' (English) and 'Business Standard' (Hindi) editions. Affidavit of service has been filed by the petitioners showing compliance regarding service on Housing Development Finance Corporation Limited, Munirka, New Delhi, and also regarding publica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 06. He further submitted that in Clause 2.2 of the Scheme, it has been stated that upon this scheme becoming effective, the transferor company shall stand dissolved without the process of winding up. 16. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 16th January, 2015 of Sh. Rajesh Agarwal, Director of the transferee company, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 15th December, 2014. 17. Considering the approval accorded by the equity shareholders, secured and unsecured creditors of the petitioner companies to the proposed Scheme of Amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X
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