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In Re : RBS India Development Centre Private Limited and RBS Global Trade Centre Private Limited and RBS Business Services Private Limited

2016 (1) TMI 584 - PUNJAB AND HARYANA HIGH COURT

Scheme of Amalgamation - Held that:- Compliance of procedural requirements contemplated under the Act and the relevant Rules, on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Amalgamation is hereby sanctioned. The assets and liabilities of the Amalgamating Companies No. 1 and 2 shall stand vested in the Amalgamated Company. The Amalgamating Companies shall be dissolved without being wound up. The .....

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isite permissions are received by the petitioner company.

Notice of the order be published in the 'Indian Express' (English) and 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 stated that the petitioner – Amalgamated Company would voluntarily deposit a sum of ₹ .....

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e of the petitioner companies is situated at Gurgaon, hence, the petition is within the jurisdiction of this Court. Main objects of the Petitioner / Amalgamating Company No.1, Petitioner / Amalgamating Company No.2 and Petitioner / Amalgamated Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-2, P-4 and P-6, respectively. The Board of Directors of the petitioner companies have approved the said Scheme in their respective meeti .....

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uch was required to be convened. Accordingly, the first motion petition was disposed of. 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 'Indian Express' (English) and 'Jansatta' (Hindi), both Delhi/ NCR Editions, and in the official Gazette of Government of Haryana. The aforesaid order has been complied with and affidav .....

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30.9.2015 by way of affidavit of A. K. Chaturvedi, Regional Director, Northren Region, Ministry of Corporate Affairs. The Regional Director in his report has not raised any objection to the Scheme of Amalgamation. In the report filed by the Official Liquidator, the issue has been raised regarding pending litigation by or against the Amalgamating Companies. Learned counsel for the petitioner companies referred to Clause 3.1.2(vi) of the Amended Scheme of Amalgamation, in terms of which all pendi .....

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