TMI Blog2016 (1) TMI 547X X X X Extracts X X X X X X X X Extracts X X X X ..... stered office of the petitioner company is situated at Gurgaon, Haryana. The Memorandum and Articles of Association of the Transferor Company and Transferee Company/ petitioner company have been annexed with the petition at Annexures P-2 (colly) and P-4, respectively. The Board of Directors of both the aforementioned Companies in their respective meetings held on 20.4.2015 have approved the Scheme. Copies of the same have been annexed at Annexures P-6 and P-7, respectively. Earlier vide order dated 25.5.2015, passed in CP No. 75 of 2015, this Court had dispensed with convening of meeting of the Equity Shareholders of the Petitioner Transferee Company. As there was no secured creditor of the petitioner company, no meeting was requir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10.2015 of Amit Dhingra, authorised signatory of the petitioner company, submitted that it has undertaken in para 3 thereof that the petitioner company shall comply with all provisions applicable to it pertaining to FEMA/ RBI Act, Income Tax Act, 1961 or any other law or regulation. Heard learned counsel for the parties and perused the paper book. The only issue raised by the Regional Director is regarding compliance to the provisions of FEMA/RBI Act. Clause 15.7 of the Scheme takes care of the issue of shares of the Transferor company. The same are extracted below:- 15.7 The Transferee Company shall, if and to the extent required, apply for and obtain any approvals from the concerned regulatory authorities for the issue and allot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... RBI Act, Income Tax Act, 1961 or any other law or regulation. The Scheme 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 of the same. Learned counsel for the petitioner company states that the petitioner companies would voluntarily deposit a sum of ₹ 1,00,000/- in the Common Pool Fund Account of the Official Liquidator within four weeks. The statement is accepted. Notice of the order be published in the ''Indian Express' (English) and 'Jansa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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