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2016 (1) TMI 585 - PUNJAB AND HARYANA HIGH COURT

2016 (1) TMI 585 - 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. 80 of 2015 (O&M) Connected with CP No. 40 of 2015 - Dated:- 13-10-2015 - Mr. Rajesh Bindal, J For The Petitioner : Ms. Munisha Gandhi, Senior Advocate with Ms. Salina Chalana, Advocate Mr. Deepak Aggarwal, Advocate, with Mr. D. K. Singh, Official Liquidator. Rajesh Bind .....

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tion of the petitioner company and Transferee company have been annexed with the petition at Annexures P-3 and P-5, respectively. The Board of Directors of both the aforementioned Companies in their respective meetings held on 11.2.2015 have approved the Scheme. Copies of the same have been annexed at Annexures P-7 and P-8, respectively. Earlier vide order dated 6.4.2015, passed in CP No. 40 of 2015, this Court had dispensed with convening of meetings of the Equity Shareholders and Secured Credi .....

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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. While referring to the report dated 7.9.2015 filed by way of affidavit of A. K. Chat .....

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n got compounded by the Companies or a specific para has been provided in the Scheme that Transferee Company shall be bound by any liability of the Transferor Company even before the effective date. She further submitted that even otherwise the violations, as have been referred to, pertained to the period prior to the year 2009. Heard learned counsel for the parties and perused the paper book. With regard to the issue of procedural violations, raised by the Regional Director, it has been provide .....

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and description of Transferor Company shall, under the provisions of Sections 391 to 394 and all other applicable provisions, if any, of the Act, and without any further act or deed,be transferred to or be deemed to be transferred to Transferee Company, so as to become from the Appointed Date the debts, liabilities, contingent liabilities, duties and obligations of Transferee Company and it shall not be necessary to obtain the consent of any third party or other person who is a party to any cont .....

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the Appointed Date and upto the Effective Date shall be deemed to have been on account of and on behalf of Transferee Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to Transferee Company upon the Scheme becoming effective. Still further in the affidavit dated 5.10.2015, filed by Harsh Lambah, Director of petitioner company it has been specifically stated that Petitioner Company undertakes to comply with such directions as this Court .....

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