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2008 (5) TMI 426 - HC - Companies Law

Issues:
Petition under sections 391 and 394 of the Companies Act, 1956 for sanction to the Scheme of Arrangement between two companies.

Analysis:
The judgment involves a petition under sections 391 and 394 of the Companies Act, 1956, seeking sanction for a Scheme of Arrangement between two companies. The registered offices of both the transferor and the transferee companies are within the jurisdiction of the High Court of Uttarakhand. The transferor-company has an authorized share capital of Rs. 10,50,00,000, while the transferee-company has an authorized share capital of Rs. 5,00,000. A joint Company Application was filed and allowed by the Court, dispensing with the need for equity shareholders' meetings but requiring a creditors' meeting for the transferor-company. The creditors' meeting approved the Scheme of Arrangement. Citations were published in newspapers as per Company Court Rules, and notice was issued to the Regional Director, Ministry of Corporate Affairs. The Regional Director's report confirmed the transfer of employees from the transferor to the transferee company without interruption. A typographical error in the Scheme of Arrangement was rectified by the Court. With no legal impediments and no objections received, the Court granted sanction to the Scheme of Arrangement under sections 391 and 394 of the Companies Act, 1956. The order directed the filing of a certified copy with the Registrar of Companies within six weeks, and the company petition was disposed of accordingly.

 

 

 

 

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