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2015 (5) TMI 764 - DELHI HIGH COURT

2015 (5) TMI 764 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation under sections 391(2) & 394 of the Companies Act, 1956 - Regional Director's observation regarding all FEMA compliances , Non filing of e-form 32 (DIR 12) regarding regularization of their Additional Director duly addressed - Held that:- Although no objection has been raised by the Regional Director, but in Para 4 of his report, he has submitted that on perusal of the shareholding pattern of both the companies, it .....

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foresaid, 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 for regularization of his directorship. In view of the aforesaid, the observations raised by the Region .....

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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. - Application for Scheme of Amalgamation approved. - COMPANY PETITION NO. 193/2014 - Dated:- 8-5-2015 - SUDERSHAN KUMAR MISRA, J. For The Petitioners Mr. Saurabh Leekha, Advocate For The Regional Director : Ms. Aparna Mudiam, Assistant Registrar of Companies JUDGMENT 1. This petition has been filed under sections 391(2) .....

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ansferor 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 c .....

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petitioner. The audited balance sheets, as on 31st March, 2013, of the transferor company and petitioner/transferee company, along with the report of the auditors, had also been filed. 6. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted by the petitioner that the transferor and transferee companies are carrying on the same business i.e. software .....

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d, 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: 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 Comp .....

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f convening the meetings of its equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 21st February, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meeting of the equity shareholders of the petitioner/transferee company, there being no secured or unsecured creditors of the petitioner company, to consider and, if thought fit, approve, with or withou .....

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iew of the fact that the transferor company had filed the petition before the High Court of Judicature at Madras since its registered office is in Chennai, it was held that no notice was required to be issued to the Official Liquidator and no response is required from him. 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 3rd July, 2014. C .....

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mpany without any break or interruption in their services. 13. Although no objection has been raised by the Regional Director, but in Para 4 of his report, he has submitted that on perusal of the shareholding pattern of both the companies, it has been observed that all the shares are held by foreign companies. He, therefore, prayed that the petitioner company may be asked to give an undertaking for all compliances from Reserve Bank of India as required under FEMA for above transactions involving .....

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