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2016 (11) TMI 163

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..... mpanies seeking sanction of the Scheme of Amalgamation and Arrangement between Ideal Knowledge Park Private Limited (hereinafter referred to as the transferor company no. 1); Madhur Buildwell Private Limited (hereinafter referred to as the transferor company no. 2); Prosperity Realtech Private Limited (hereinafter referred to as the transferor company no. 3) and Smridhi Realtech Private Limited (hereinafter referred to as the transferor company no. 4) and Barberry Real Estate and Land Developers Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was incorpo .....

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..... is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 10. The present authorized share capital of the transferor company no.3 is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 11. The present authorized share capital of the transferor company no.4 is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 12. The present authorized share capital of the transferee company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. .....

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..... shares of Rs. 10/- each of the transferee company, credited as fully paid up, for every 10,000 equity shares of Rs. 10/- held in the transferor company no. 1." "332 equity shares of Rs. 10/- each of the transferee company, credited as fully paid up, for every 05 equity shares of Rs. 10/- held in the transferor company no. 2." "15 equity shares of Rs. 10/- each of the transferee company, credited as fully paid up, for every 02 equity shares of Rs. 10/- held in the transferor company no. 3." "53 equity shares of Rs. 10/- each of the transferee company, credited as fully paid up, for every 10 equity shares of Rs. 10/- held in the transferor company no. 4." 16. It has been submitted by the petitioners that no proceedings under Sections .....

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..... ions were also directed to be published in 'Business Standard' (English) and 'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the petitioners showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 26th March, 2016. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 20. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 29th June, 2016 wherein he has stated that he has not received any comp .....

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..... nder Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2015, the transferor companies no 1 to 4 shall stand dissolved without undergoing the process of winding up. 24. Learned counsel for the Official Liquidator prays that costs of at least Rs. 1,00,000/- should be paid by the petitioners keeping in view the fact that the m .....

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