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TMI Blog2017 (2) TMI 1051X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme of Amalgamation (hereinafter referred to as 'scheme') between the Transferor Company and the Transferee Company. 2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 3. The Transferor Company was incorporated under the provisions of the Act, on 02.01.2007, with the Registrar of Companies, West Bengal. It has been stated by way of the present petition that the registered office of the Transferor Company has been shifted from West Bengal to Delhi, w.e.f. 11.02.2014 and thus this Court has necessary jurisdiction to adjudicate this petition. 4. The Transferee Company was incorporated under the provisions of the Act, on 09.08.1988, with the Registrar of Companies, N.C.T. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amalgamation of the Transferor Company in the Transferee Company shall result in the formation of a larger Company, enabling further growth and development of the businesses of the said Company. c) The Scheme will enable the undertakings and business of the said Company to obtain greater facilities possessed and enjoyed by one large Company compared to two small Companies for raising capital, securing and conducting trade and business on favourable terms and other related benefits & enable the Companies concerned to rationalize and streamline their management, businesses and finances which shall lead to a better economic control, over the running and management of the businesses and undertakings of the said Company. d) The businesses of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company, credited as fully paid up, as on the Effective Date (as per the Scheme) for every 24.53 fully paid Equity Shares of the Face Value of Rs. 10/- each held by the shareholders of the Transferor Company. It has further been stated that it has however been provided in the scheme, that cross holding of shares between the Transferor Company and/or the Transferee Company, if any, shall stand cancelled. 10. It has been averred on behalf of the Petitioner Companies that there are no proceedings pending against the Petitioner Companies, under Sections 235 to 251 of the Act (including their corresponding Sections of the Companies Act, 2013). 11. The Board of Directors of both the Petitioner Companies, in their separate Board Meetings he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the aforesaid newspapers on 13.06.2016. 15. In response to the notices issued in the present petition, the Regional Director, Northern Region, (RD) has filed its affidavit dated 08.07.2016 stating that the RD has no objections to the grant of sanction to the proposed Scheme. 16. Pursuant to the notices issued in the present petition, the Official Liquidator (OL) has filed its report dated 25.07.2016 wherein, inter alia, it has been stated that the Official Liquidator has not received any complaint qua the proposed 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 their members, creditors or public interest, as per second ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mitted 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, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. 24. 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. 25. The Petitioner Companies shall deposit a sum of Rs. 50,000/- by way of costs, in the Delhi High Court Bar Asso ..... X X X X Extracts X X X X X X X X Extracts X X X X
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