TMI Blog2017 (1) TMI 960X X X X Extracts X X X X X X X X Extracts X X X X ..... equirements in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme, i.e. 1st April, 2015 the Petitioner/Transferor Company shall stand dissolved without undergoing the process of winding up. A certified copy of the order, sanctioning the proposed scheme, be filed with the Registrar of Companies, within 30 days of its receipt. - CO.PET. 73/2016 - - - Dated:- 18-1-2017 - MR SIDDHARTH MRIDUL J. Through: Mr. Rishi Sood, Advocate for the petitioner. Mr. Mayank Goel, Advocate for the Official Liquidator. Ms. Aparna Mudium, Assistant Registrar of Companies for the Regional Director (NR). J U D G M E N T SIDDHARTH MRIDUL, J. 1. The present petition u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emtura Chemicals India Private Limited and a fresh certificate of incorporation, dated 31.03.2006, was issued in this behalf by the Assistant Registrar of Companies, Maharashtra at Mumbai. Thereafter, the Petitioner/Transferor Company shifted its registered office from the State of Maharashtra to Delhi and a fresh certificate, dated 18.11.2011, in this behalf was issued by the Registrar of Companies, N.C.T. of Delhi Haryana at New Delhi. 4. The Non-Petitioner/Transferee Company was incorporated under the provisions of the Companies Act, 1913, on 07.11.1949, with the Registrar of Companies, Maharashtra, Mumbai under the name and style of DeviDayal (Sales) Limited . Thereafter, the name of the Non-Petitioner/Transferee Company was ch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eater capacity to raise funds for expansion, modernization and development of businesses of the companies concerned. It has been further stated that the propose scheme will lead to economies of scale; reduction in overheads and other expenses; reduction in administrative and procedural work; and better and more productive utilization of various resources. 9. So far as the share exchange ratio is concerned, the proposed scheme provides that, upon coming into effect of the proposed scheme, the Non- Petitioner/Transferee Company shall issue and allot equity shares to the shareholders of the Petitioner/Transferor Company in the following ratio:- 50 Equity shares of face value of ₹ 10/- each in the Transferee Company for every ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... published in Delhi edition of the newspapers, namely, Business Standard (English) and Jansatta (in Hindi). Affidavit of service and publication, dated 12.07.2016, has been filed by the Petitioner/Transferor Company, showing compliance regarding service on the Regional Director, Northern Region and the Official Liquidator and also regarding publication of citations in the aforesaid newspapers. Copies of the newspaper clippings, regarding publication carried out on 28.05.2016 have also been filed alongwith the said affidavit. 13. Pursuant to the notices issued in the present petition, the Official Liquidator sought information from the Petitioner/Transferor Company. Based on the information received, the Official Liquidator has filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the copies of publication in the due course. 9. That the Deponent states that the Registrar of Companies, Delhi Haryana vide para 31 of his report has stated observed that the Transferor Company is a subsidiary of Netherlands based company. Accordingly, it is required to comply with the RBI rules and regulations in respect of allotment of shares, if any, to the said entity. In this regard, the petitioner company has vide para 18 of its reply stated that presently 100% shareholding of the Transferor Company Transferee Company is held by the foreign entity and after post amalgamation also 100% shareholding will be held by the same foreign entities, which is already in compliance of FDI Policy under the automatic route. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tations in the newspapers on 28.05.2016. 18. Considering the approval accorded by the shareholders and creditors of the Petitioner/Transferor Company to the proposed scheme; the report filed by the Official Liquidator, having not raised any objection to the proposed scheme; and in light of the observations made by the Regional Director to the proposed scheme, which stand satisfied, as noted herein above, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner/Transferor Company will comply with all the statutory requirements in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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