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2011 (7) TMI 1310 - HC - Companies Law
Issues involved:
The judgment involves a joint petition filed u/s 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of three companies. Details of the Judgment: 1. The petition was filed by Transferor Company No. 1, Transferor Company No. 2, and Transferee Company seeking sanction of the Scheme of Amalgamation. 2. The registered offices of all companies are situated in New Delhi. 3. Details regarding the incorporation dates and capital of the companies were provided in the petition. 4. Memorandum, Articles of Association, and audited Annual Accounts were enclosed with the petition. 5. Resolutions approving the Scheme were passed by the Board of Directors of the companies. 6. No pending proceedings u/s 235 to 251 of the Act were reported. 7. The share exchange ratio for amalgamation was specified in the Scheme. 8. Meetings of shareholders and creditors were dispensed with as per earlier directions. 9. The petition seeking sanction of the Scheme was filed after issuing notices to relevant authorities. 10. Citations were published in newspapers as directed, and affidavits of service and publication were filed. 11. The Official Liquidator reported no complaints against the proposed Scheme. 12. The Regional Director's report highlighted the status change of employees post-amalgamation. 13. Observations regarding company status and name change procedures were made by the Regional Director. 14. A rejoinder affidavit clarified that approval of the Scheme is sufficient for necessary company actions. 15. Objections raised by the Regional Director were addressed. 16. No objections were received from any other party. 17. Both Deputy Registrar of Companies and Official Liquidator had no objections to the petition. 18. Sanction was granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. 19. The Petitioner Companies agreed to deposit a sum in the Common Pool fund of the Official Liquidator. 20. The petition was allowed as per the terms mentioned in the judgment.
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