TMI Blog2015 (5) TMI 764X X X X Extracts X X X X X X X X Extracts X X X X ..... dertaking for all compliances from Reserve Bank of India as required under FEMA for above transactions involving foreign banks/entities. Further, in para 5 of the report, he has pointed out that the petitioner has not filed the requisite e-form 32 (DIR 12) regarding regularization of their Additional Director, namely Sh. Raman Nagpal. In reply to the aforesaid, the petitioner has undertaken to comply with the statutory provisions under the FEMA and the RBI Act, and the rules and regulations framed thereunder. The same is accepted and the petitioner shall remain bound by the same. The Assistant Registrar of Companies has submitted that the petitioner has also filed the relevant e-form 32 (DIR 12) with regard to the Director, Sh. Raman Nagpal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferee company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferor company is situated at Chennai, 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 Judicature at Madras for sanction of the Scheme of Amalgamation. 3. The petitioner/transferee company was incorporated under the Companies Act, 1956 on 30th July, 1997 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 4. The present authorized share capital of the petitioner/transferor company is ₹ 1,25,00,00,000/- divided into 12,50,00,000 equity shares of ₹ 10/- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allot equity shares to the shareholders of the transferor company in the following ratio: 21 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 01 equity share of ₹ 10/- each held by the shareholders in the transferor company. 8. It has been submitted by the petitioner that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner/transferee company. 9. The Board of Directors of the petitioner/transferee company, by Circulation on 20th January, 2014, have unanimously approved the proposed Scheme of Amalgamation. A copy of the Resolution passed by the Board of Directors of the petitioner/transferee company had been placed on record. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rding service on the Regional Director, Northern Region, and also regarding publication of citations in the aforesaid newspapers on 3rd July, 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 24th July, 2014. Relying on Clause 7.1 of Part-III 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. 13. Although no objection has been r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r counsel have received any objection pursuant to the citations published in the newspapers on 3rd July, 2014. 15. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, subject to sanction of the Scheme of Amalgamation in respect of the transferor company from the court of competent jurisdiction, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petition ..... X X X X Extracts X X X X X X X X Extracts X X X X
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