TMI Blog2017 (1) TMI 522X X X X Extracts X X X X X X X X Extracts X X X X ..... s Act, 1956 (hereinafter referred to as the Act ) by Modtech Projects (India) Private Limited (hereinafter referred as Transferor Company ) and Modtech Material Handling Projects Private Limited (hereinafter referred as Transferee Company ) seeking sanction of the Scheme of Amalgamation (hereinafter referred to as the Scheme ) between the Transferor Company and the Transferee Company. 2. The Transferor Company and the Transferee Company are hereinafter, jointly referred to as Petitioners . 3. The registered offices of the Petitioners are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company was originally incorporated under the Act on 14.08.2000, with the Registrar of Companies, NCT of D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e adequate resource mobilization to sustain growth. It has further been stated that the proposed Scheme will result in reduction of overheads, administrative, managerial and other expenditure, and bring about operational rationalization and efficiency, organizational efficiency and optimal utilization of various resources. 10. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: 96 Equity Share of ₹ 10/- each, credited as fully paid-up, of the Transferee Company for every 100 Equity Share of ₹ 10/- each held in the Transferor Company. 11. It has been submitted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orthern Region and the Official Liquidator. Citations were directed to be published in the Delhi Editions of newspapers, Business Standard (English and Hindi). An affidavit dated 19.08.2016 has been filed by the petitioners showing compliance regarding publication of citations in the aforesaid newspapers on 12.08.2016. 15. Pursuant to the notices issued in the Petition, the Official Liquidator has filed a report dated 10.11.2016, wherein it has been stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dance with law. 20. A certified copy of this order, sanctioning the Scheme, be filed with the ROC, within thirty (30) days of its receipt. 21. 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. 22. 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 not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioners. 23. The Transferor Company shall stand dissolved without being wound up. 24. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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