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TMI Blog2015 (5) TMI 195X X X X Extracts X X X X X X X X Extracts X X X X ..... ror company) with Alere Medical Private Limited (hereinafter referred to as the petitioner/transferee company). 2. The registered office of the petitioner/transferee company is situated at New Delhi, within the jurisdiction of this court. However, the registered office of the transferor company is situated at Gurgaon, Haryana, outside the jurisdiction of this court. Learned counsel for the petitioner submitted that separate proceedings on behalf of the transferor company have been filed in the High Court of Punjab & Haryana at Chandigarh for sanction of the Scheme of Amalgamation. 3. The petitioner/transferee company was originally incorporated under the Companies Act, 1956 on 6th June, 1995 with the Registrar of Companies, NCT of Delhi & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and would also provide focused approach to the customers as treatment/products would be available with a single consolidated entity. It is further claimed that the proposed merger would reduce the operating/administrative costs and improve profitability. 7. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the petitioner/transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: "10 equity shares of Rs. 10/- each fully paid up of the transferee company for every 29 equity shares of Rs. 10/- each fully paid up held in the transferor company." 8. It has been submitted by the petitioner that no proceedings unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Express' (English) and 'Jansatta' (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 31st December, 2014. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 12. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd March, 2015. Relying on Clause 9.1 of Part-C of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor company shall becom ..... X X X X Extracts X X X X X X X X Extracts X X X X
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