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TMI Blog2016 (5) TMI 1110X X X X Extracts X X X X X X X X Extracts X X X X ..... n of issued, subscribed and paid-up share capital of the Demerged Company under Sections 391 to 394 read with Sections 100 to 103 of Companies Act, 1956 and as per Section 52 of the Companies Act, 2013. 2. Shri Parag Chaturvedi contends that the registered office of both the companies are situated at Bhopal. Thus, this Court has jurisdiction to entertain this petition. 3. Shri Chaturvedi further contends that necessary details of incorporation of both the petitioner companies and their authorized issued, subscribed and paid up capital have been given in the petition. Attention is drawn on copies of memorandum and articles of association as well as on the audited annual accounts for the year ended 31.03.2014. The Management certified provi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies to comply with the relevant formalities. Shri Chaturvedi submits that petitioner companies vide reply dated 20.03.2016 has undertaken to comply with the same. 7. In obedience of this Court's order, copies of the Company Petition Nos.15/2015 and 17/2015 were served on Shri H.K. Upadhya, counsel for the Official Liquidator. In turn, the OL filed its report on 29.04.2016. The OL stated that no complaint is received from any quarter. As per the records submitted by Demerged/Transferor Company, both the petitioner companies, namely, Demerged/Transferor and Resulting Company are private limited closely held companies having one common Director. Both the companies desired for merging. In para 16 of OLR 9 of 16, it is mentioned that pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re capital of the Demerged Company, the use of the words "and reduced" in the Demerged Companies name is dispensed with. The Demerged Companies may utilize the security premium account and reduce its issued, subscribed and paid up share capital in accordance with the said scheme. In addition, the petitioner companies shall comply with all statutory requirements in accordance with law. Certified copy of this order shall be filed before the Registrar of Companies as per the requirement of the said Companies Act and Rules made thereunder. 11. The Resulting Company is further directed to file the copy of this order along with copy of the scheme of appointment and other relevant documents with concerned Collector of Stamp/Superintendent of Stam ..... X X X X Extracts X X X X X X X X Extracts X X X X
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