TMI Blog2012 (7) TMI 1126X X X X Extracts X X X X X X X X Extracts X X X X ..... Delhi, within the jurisdiction of this Court. It has been submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 2. The Petitioner Companies had earlier filed CA (M) 36 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 29th February, 2012, this Court allowed the Application and requirement of convening meetings of Shareholders and Creditors of the Applicant Transferor Company and Transferee Company. 3. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 19th March, 2012, notice of the Petition was directed to be issued to the Regional Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme, all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Hon'ble Court. 6. In Para 5 of his Affidavit, Learned Regional Director drew the attention of this court with regard to non submission of the Share Valuation Report from the Chartered Accountant. 7. In response to the aforesaid observation of the Learned RD, the Petitioners have filed a Reply/Affidavit dated 4th July, 2012 of Mr Vijay Girdhar, Director of the Petitioner Transferee Company. The Petitioners submitted that in case of amalgamation, valuation exercise is required to calculate fair value of shares of different Transferor and Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... regarding issue of Bonus Shares and e-form no. 32 regarding change in directorship from additional director to director, respectively. 9. The Petitioner has submitted that e-form no. 2 and e-form no. 32 in question have already been filed with the Registrar of Companies, Delhi along with the requisite filing fee. A copy each of e-form no. 2 and e-form no. 32 along with ROC filing proof on the aforesaid point have been placed on record. 10. Learned Regional Director in Para 8 of his representation/ affidavit pointed out that the Transferor Company is a chit fund company whereas there is no mention whether it has registered of Chit Fund. 11. With regard to the aforesaid observations of the Learned Regional Director, the Petitioners h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the formal order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, all the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Company be transferred to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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