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2017 (1) TMI 830 - DELHI HIGH COURT

2017 (1) TMI 830 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Considering the approval accorded by the shareholders and creditors of the Petitioner Companies to the Scheme; and the report and affidavit filed by the Official Liquidator and the Regional Director, Northern Region, respectively, not raising any objection to the Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme. The Petitioner Co .....

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it, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. - It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from, payment of stamp duty or, taxes or, any other charges, if, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. - CO.PET. 364/2016 - Dated:- 1 .....

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to as the Act ) for approval of the Scheme of Amalgamation (hereafter referred to as the Scheme ). 2. The Transferor Company and the Transferee Company are hereinafter collectively referred to as Petitioner Companies . 3. The registered offices of the petitioner companies are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company was incorporated under the provisions of the Act, vide certificate of incorporation dated 13.12.1983, issued by the Registrar of Compan .....

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s on 31.03.2015, is ₹ 20,00,000/- divided into 2,00,000 equity shares of ₹ 10/- each fully paid-up. 7. The authorized share capital of the Transferee Company, as on 31.03.2015, is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferee Company, as on 31.03.2015, is ₹ 1,01,000/- divided into 10,100 equity shares of ₹ 10/- each fully paid-up. 8. Copies of the Memorandum of Association and .....

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py of the Scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated in the present petition that the Scheme would have the following benefits: i. The Scheme will result in pooling of their financial, commercial and other resources, economies of scale and reduction of overheads. ii. With enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and stren .....

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ll be no issue and allotment of shares of the Transferee Company upon the Scheme finally becoming effective. 11. It has also been stated that no proceedings under Sections 235 to 251 of the Act (or under the corresponding provisions of the Companies Act, 2013) are pending against either of the Petitioner Companies. 12. It has been further stated on behalf of the Petitioner Companies that the Scheme has been approved by the respective Board of Directors (BOD) of the Petitioner Companies in their .....

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e said application and dispensed with the requirement of convening and holding the meeting of the equity shareholders of the Transferor Company; and the equity shareholders, secured and unsecured creditors of the Transferee Company (there being no secured and unsecured creditor of the Transferor Company), to consider and, if thought fit, approve, with or without modification, the Scheme. 14. The Petitioner Companies have thereafter filed the present petition seeking sanction to the Scheme. Vide .....

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ssued, the Official Liquidator has filed a report dated 26.09.2016, wherein it has been stated that no complaint has been received against the Scheme from any interested person/party 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 or to public interest as per second proviso of Section 394(1) of the Act. 16. Thus, in effect, it has been stated that the OL would not have any objections in the even .....

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ions in the newspapers on 09.06.2016. 19. Considering the approval accorded by the shareholders and creditors of the Petitioner Companies to the Scheme; and the report and affidavit filed by the Official Liquidator and the Regional Director, Northern Region, respectively, not raising any objection to the Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme. The Petitioner Companies will comply with the statutory .....

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