TMI Blog2017 (2) TMI 129X X X X Extracts X X X X X X X X Extracts X X X X ..... or regulation, the sanction granted by this Court to the proposed 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 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. 626/2016 - - - Dated:- 30-1-2017 - MR. SIDDHARTH MRIDUL J. Mr. Dhruv Gupta and Mr. Ashutosh Gupta, Advocates for the Petitioners. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i and Haryana at New Delhi under the name of REACH Law Environmental Dynamic Private Limited. Thereafter, the name of Transferor Company No.2 was changed to its present name and a fresh certificate in this behalf was issued on 28.11.2015 by the Assistant Registrar of Companies, NCT of Delhi and Haryana. 5. The Transferee Company was incorporated under the Act vide certificate of incorporation dated 06.04.2000, issued by the Assistant Registrar of Companies, NCT of Delhi and Haryana. 6. The authorized share capital of Transferor Company No.1 as on 31.03.2015 is ₹ 10,00,000/- divided into 1,00,000 shares of ₹ 10/- each. The issued, subscribed and paid up share capital of Transferor Company No.1 as on 31.03.2015 is ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the scheme has been approved by their respective Board of Directors (BOD). Copies of the resolutions dated 25.02.2016 of the Petitioner Companies, whereby the scheme has been approved have been filed with the present petition. 12. A copy of the Scheme has been enclosed with the petition and its salient features have been incorporated in the petition. The factors that necessitate the proposed Scheme inter alia are as follows: a) The amalgamation of the Transferor Companies with the Transferee Company shall create a larger and financially stronger entity, which will have better resources for business growth and expansion. b) The scheme of arrangement would also infuse additional business to the Transferee Company which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of face value of ₹ 10/- each in the Transferee Company for every 100 Equity Shares of face value ₹ 10/- each held by them in Transferor Company No.2. 14. The Petitioner Companies by way of Company Application (Main) No. 59 of 2016 sought directions of this Court for dispensation of meetings of the shareholders, secured creditors and unsecured creditors of the Petitioner Companies. This Court vide order dated 30.05.2016 dispensed with the requirement of convening meetings of the shareholders of each of the Petitioner Companies (there being no secured and unsecured creditors of any of the Petitioner Companies). 15. Thereafter, the present petition came to be filed by the Petitioner Companies. Notice in the present peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led by the Petitioner Companies and the same is on record. 21. In view of the foregoing and in view of the approval accorded by the shareholders and creditors of the Petitioner Companies and the representation/affidavit filed by the Regional Director, and the report of the OL, raising no objections to the proposed Scheme; there appears to be no impediment to grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme the provisions of section 391 to 394 of the Act. 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 proposed scheme will not come in the way of action being taken, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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