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2016 (1) TMI 505 - PUNJAB AND HARYANA HIGH COURT

2016 (1) TMI 505 - PUNJAB AND HARYANA HIGH COURT - TMI - Sanction of Amalgamation and Arrangement - Scheme of Amalgamation and Arrangement is hereby sanctioned with the direction to follow all the procedural formalities. - CP No. 128 of 2015 (O&M) connected with CP No. 61 of 2015 - Dated:- 17-11-2015 - Mr. Rajesh Bindal, J. For The Petioner : Mr. Vikas Mohan Gupta and Mr. Pankaj Jain, Advocates. Mr. Deepak Aggarwal, Advocate, with Mr. D. K. Singh, Official Liquidator. Rajesh Bindal, J. In this p .....

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) 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 Shareholders, Secured and Unsecured Creditors of the Transferor Company and Secured Creditors of the Transferee Company. It w .....

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ion petition was disposed of accordingly. This is the second motion petition. Notice of the petition was directed to be issued to Regional Director, Ministry of Corporate Affairs and the Official Liquidator. Notice was also directed to be published in 'Financial Express' (English) and 'Jansatta' (Hindi), both Delhi/ NCR Edition, and in the official Gazette of Government of Haryana. The aforesaid order has been complied with and affidavit to this effect has been placed on record. .....

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f ₹ 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 p .....

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ion report in the Board of Directors in the meeting held on 5.2.2015 is concerned, he submitted that the inadvertent clerical mistake was rectified by the Board of the Transferor Company in its subsequent meeting held on 30.9.2015 (Annexure P-5 of the reply). He further submitted that if there was any procedural requirement, the petitioner companies will comply with the same. Heard learned counsel for the parties and perused the paper book. The objection raised by the Official Liquidator that in .....

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violation of the provisions of the Act. This aforesaid issues have been taken care of by the petitioner 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 .....

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atio/ consideration to be paid under the Scheme of Amalgamation in the Board meeting, and only the Scheme is required to be approved. Thus, the issues raised by the Official Liquidator do not survive any longer in view of the steps taken by the Transferor Company and undertaken in the affidavit. The petitioner companies have confirmed that there are no investigations or proceedings pending against them under Sections 235 to 251 of the Act or under the corresponding provisions of Companies Act, 2 .....

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