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2016 (5) TMI 1110 - MADHYA PRADESH HIGH COURT

2016 (5) TMI 1110 - MADHYA PRADESH HIGH COURT - TMI - Scheme of arrangement of demerger - Held that:- It is seen that approval is accorded by share holders and creditors of the companies, reports are filed by the Regional Director aforesaid and OL before this Court. In view of these reports, it appears that in absence of any objection, there is no impediment to grant sanction to the scheme of arrangement. Resultantly, sanction is hereby granted to the scheme of arrangement under Section 391 to 3 .....

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cheme. 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.

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 Stamp for the purpose .....

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as mentioned in the scheme of Diligent Power Pvt. Ltd. with and into Decore Thermal Power Private Ltd. (ii) Reduction 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 Cha .....

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as on 30.09.2015 of Resulting Company is also annexed with the Company Petition (M) No.15/2015. The petitioner has filed copies of resolution passed by respective Board of Directors of petitioner companies approving the scheme of arrangement. It is declared that no proceedings under Sections 235 to 251 of Companies Act, 1956 and their corresponding provision under the Companies Act, 2013 is pending against the petitioner companies. 4. It is seen that this petition is in sequel to earlier Compan .....

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f this matter are published in Times of India and in Dainik Bhaskar . The proof of service is placed on record by filing an affidavit. 6. The Regional Director aforesaid filed an affidavit on 22.02.2016. The petitioner filed reply to the said affidavit on 20.03.2016. The Regional director has made certain general observations and directed the petitioner companies to comply with the relevant formalities. Shri Chaturvedi submits that petitioner companies vide reply dated 20.03.2016 has undertaken .....

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common Director. Both the companies desired for merging. In para 16 of OLR 9 of 16, it is mentioned that petitioner companies be directed to ensure compliance of FEMA and RBI guidelines in this regard which were issued from time to time. It is further stated that the scheme proposes transferring demerged undertaking, namely, M/s Diligent Power Pvt. Ltd. It is prayed that this Court may direct the petitioner companies to obtain licences, approvals and other permissions if required from any other .....

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