TMI Blog2016 (1) TMI 505X X X X Extracts X X X X X X X X Extracts X X X X ..... feror Company/ Petitioner Company no.1) will merge into Action Construction Equipment Limited (Transferee Company / Petitioner Company no.2). The registered office of the petitioner- companies is situated in the State of Haryana. The Memorandum and Articles of Association of the Petitioner Companies have been annexed with the petition at Annexures P-4 (colly) and P-7 (colly) respectively. The Board of Directors of both the Companies in their respective meetings held on 5.2.2015 have approved the Scheme of Amalgamation. Copies of the same have been annexed as Annexures P-2 and P-3 (colly), respectively. Earlier vide order dated 5.5.2015 passed in CP No. 61 of 2015, this Court dispensed with convening of meetings of the Equity Sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in addendum dated 5.2.2015 to valuation report dated 30.5.2014 recommending share allotment of 1,84,90,500 fully paid equity shares of ₹ 2/- and issuance of 3,02,19,380 fully paid up 8% Cumulative Non-Participating Redeemable Preference Shares of ₹ 10/- each has been wrongly stated to be as per valuation report dated 30.5.2014 instead of 5.2.2015. He further submitted that the addendum dated 5.2.2015 to valuation report was not approved in the Board of Directors meeting held on 5.2.2015. In reply to the aforementioned issues raised by learned counsel appearing for the Official Liquidator, learned counsel for the petitioners referred to the reply by way of affidavit dated 10.10.2015 of Rajan Luthra, authorised signatory of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company by filing reply by way of affidavit dated 10.10.2015 of Rajan Luthra, authorised signatory of the petitioner Transferor company stating that the observation made in para 4(I) regarding addendum dated 5.2.2015 to the valuation report dated 30.5.2014 is due to a typographical mistake in the Board Resolution dated 5.2.2015 of the Transferor Company. With regard to approval to the addendum dated 5.2.2015 to valuation report in the Board of Directors in the meeting held on 5.2.2015 is concerned, it has been clarified that the inadvertent clerical mistake was rectified by the Board of the Transferor Company in its subsequent meeting held on 30.9.2015 CP No. 128 of 2015 (4) (Annexure P-5 of the reply). It was further clarified that there i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me shall be binding on the Transferor and Transferee Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof. A notice of the order be published in the 'Financial Express' (English) and 'Jansatta' (Hindi), both Delhi/NCR Editions, and in the official Gazette of Government of Haryana. Any person interested shall be at liberty to apply to the Court for any direction(s) as per law. Learned counsel for the petitioner-companies states that the Petitioner Transferee Company would voluntarily deposit a sum ..... X X X X Extracts X X X X X X X X Extracts X X X X
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