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2015 (4) TMI 987 - DELHI HIGH COURT

2015 (4) TMI 987 - DELHI HIGH COURT - TMI - Application for sanction of the Scheme of Amalgamation under Sections 391(2) & 394 of the Companies Act, 1956 - No objection received from any of the party i.e. Regional Director, Northern Region, and the Official Liquidator - Held that:- Considering the approval accorded by the equity shareholders, secured and unsecured creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, North .....

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t is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2014, the transferor company shall stand dissolved without undergoing the process of winding up. - Scheme of amalgamation approved. - COMPANY PETITION NO. 658/2014 - Dated:- 16-4-2015 - Sudershan Kumar Misra J. For the Appellant : Mr. Amit Goel, Mr. D. P. .....

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s 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 .....

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he issued, subscribed and paid-up share capital of the company is ₹ 2,72,84,850/- divided into 27,28,485 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 7,00,00,000/- divided into 70,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 6,34,37,000/- divided into 63,43,700 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Articles of Association .....

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It is claimed that the proposed amalgamation would result in business synergy, pooling of resources and consolidation of these companies. It is further claimed that the proposed amalgamation 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 a .....

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₹ 10/- each held by the shareholders in the transferor company . 10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the transferor and transferee companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 29th August, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of .....

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ng the meetings of the equity shareholders, secured and unsecured creditors of the transferor and transferee companies to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. The Court, however, directed the petitioner to issue specific notice to Housing Development Finance Corporation Limited, Munirka, New Delhi, secured creditor of the transferee company at the time of moving second motion petition calling for their objection, if any, to the .....

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of service has been filed by the petitioners showing compliance regarding service on Housing Development Finance Corporation Limited, Munirka, New Delhi, and also regarding publication of citations in the aforesaid newspapers on 15th December, 2014. Copies of the newspaper clippings containing the publications have been filed along with the affidavit of service. 14. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information .....

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the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 20th January, 2015. Relying on Clause 4.2.1 of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 3.1.1 of the Scheme, it has been s .....

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