9911796707
TMI Blog2017 (1) TMI 191X X X X Extracts X X X X X X X X Extracts X X X X ..... reinafter referred to as 'Transferor Company/Petitioner No.1') and Carnation Developers Private Limited (hereinafter referred to as 'Transferee Company/Petitioner No.2') for approval of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') between the Transferor Company and Transferee Company. 2. The Transferor Company and the Transferee Company, have been hereinafter, jointly referred to as 'the Petitioners'. 3. The registered offices of the Petitioners are situated in the National Capital Territory of Delhi, and therefore, this Court has the necessary jurisdiction to adjudicate the present petition. 4. The Transferor Company was incorporated on 24.03.2006 under the provisions of the Act and a certificate of incorporation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submitted on behalf of the Petitioners that the Scheme has been approved by the respective Board of Directors (BOD) of the Petitioners on 22.12.2014. The copies of the BOD resolutions dated 22.12.2014, have been filed by the Petitioners and the same are on record. 10. The Copies of the Memorandum of Association and Articles of Association, of each of the Petitioners, have been duly filed as Annexures to Company Application (Main) No. 31 of 2015 (Application for First Motion), which earlier came to be filed by the Petitioners. The same are on record. The audited financial statements, as on 31.03.2014, pertaining to each of the Petitioners, have also been duly filed by all the Petitioners and the same are on record. 11. A copy of the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duce the maintenance and operation cost of the Companies ; (v) The Scheme will increase the bargaining power of the resulting company for the purpose of obtaining loan/ finances and to undertake big construction projects (including the ongoing consolidated project) as increase in total value of the net assets of resulting company will enable the resulting Company to qualify for undertaking bigger projects; (vi) The Scheme will provide an opportunity to the resulting company to manage efficiently the skilled and experienced manpower available with the Petitioners to optimum potential; (vii) The Scheme will result in the optimum utilization of the business contacts, supplier base, expertise in sourcing building materials and existing proje ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany and direction for dispensing with the requirement of convening meetings of the equity shareholders and secured creditors of the Transferee Company. 14. By way of order dated 16.04.2015, the said application was allowed and the requirement of convening meetings of the equity shareholders, secured and unsecured creditors of each of the Petitioners, to consider and approve, with or without modifications, the Scheme, was dispensed with. 15. Pursuant to the same, the Petitioners, have filed the instant petition (i.e. Petition for Second Motion). Notice in this petition was issued by this Court, by way of the order dated 10.07.2015. Notice was accepted on behalf of the Official Liquidator (OL) and the Regional Director (RD), Northern Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t has been stated that he has no objection to the sanction of the proposed Scheme, except the observations enumerated in paragraph 9 of the said affidavit dated 01.03.2016, stating that the Petitioners are required to comply with the terms and conditions relating to various leasehold lands allotted by the Urban Improvement Trust, Bhiwadi, Rajasthan, to the Petitioners, which are also subject matter of the Scheme. 20. In response to the aforesaid affidavit filed by RD, the Petitioners have filed Affidavits dated 27.07.2016 wherein, it has been stated that apart from the undertaking as provided in the Scheme of Amalgamation, the Petitioners have unequivocally undertaken to comply with the terms and conditions as contained in the respective l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under sections 391 to 394 of the Companies Act, 1956. The Petitioners will however, comply with the statutory requirements in accordance with law. 24. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. 25. Resultantly, it is hereby directed that the petitioners will comply with all provisions of the scheme and, in particular, those which are referred to hereinabove. 26. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will no ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
