TMI Blog2017 (2) TMI 1051X X X X Extracts X X X X X X X X Extracts X X X X ..... date of the proposed scheme, the 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 ROC, within thirty (30) days of its receipt. - CO.PET. 67/2016 - - - Dated:- 10-2-2017 - MR. SIDDHARTH MRIDUL J. Mr. Anilendra Pandey, Advocate for the Petitioner. Ms. Aparna Mudiam, Asst. ROC. Mr. Rajiv Bahl, Advocate for the OL. J U D G M E N T SIDDHARTH MRIDUL, J. 1. The present petition has been filed under Sections 391(2) and 394 of the Companies Act, 1956 (hereinafter referred to as the Act ) by Galaxy Commodities Private Limited (hereinafter referred to as Transferor Company ) and Tex A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. 7. Copies of the Memorandum of Association and Articles of Association of each of the Petitioner Companies have been filed alongwith Company Application (Main) No. 57 of 2015, which earlier came to be filed on behalf of the Petitioner Companies, and the same are on record. The audited balance sheets as on 31.03.2014 of the Petitioner Companies, along with the reports of the auditors, have also been filed on record alongwith Company Application (Main) No. 57 of 2015. 8. A copy of the proposed 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 by way ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e productivity; fulfilling the objects of the Company concerned and enabling the optimum growth and development of their combined businesses. f) With the enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility to market and meet customer needs and will be able to compete more effectively, thus, further strengthening its market position in domestic markets. g) The Amalgamation would create economies in administrative and managerial costs by consolidating operations and will substantially reduce duplication of administrative responsibility and multiplicity of records and legal and regulatory compliances. 9. So far as the share exchange ratio is concerned, the proposed schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. This Court, vide order dated 18.08.2015, allowed the said application and dispensed with the requirement of convening the meetings of the equity shareholders of the Petitioner Companies, secured and unsecured creditors of the Transferee Company (there being no secured or unsecured creditors of the Transferor Company) to consider and, if thought fit, approve, with or without modification the proposed scheme. 14. The Petitioner Companies have thereafter filed the present petition seeking sanction to the proposed scheme. Vide order dated 29.01.2016, notice in the present petition was issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in the newspapers, namely, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pers on 13.06.2016. 19. In view of the foregoing and upon considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed scheme; the report filed by the Official Liquidator the Affidavit filed by the RD, both not having raised any objection to the proposed scheme; there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme under the provisions of the Act. 20. The Petitioner Companies shall comply with all the statutory requirements, in accordance with law. 21. Upon the sanction becoming effective from the appointed date of the proposed scheme, the Transferor Company shall stand dissolved without ..... X X X X Extracts X X X X X X X X Extracts X X X X
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