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2012 (10) TMI 193

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..... lting company is adequate and sufficient to allot equity shares to the shareholders of the demerged company. Also the petitioner company has not been done any wrong, nor is the purpose of the demerger to destroy evidence of any nature. He undertakes to cooperate in investigation, if any, ordered against the company. As no objection has been received to the Scheme of Arrangement (Demerger) from any other party. The petitioner companies have filed the affidavit dated 28th September, 2012 through Mr.Ashwani Khurana, Director submitting that he has not received any objection pursuant to the citations published on 18th August, 2012, and also Deputy Registrar of Companies appearing for Regional Director (Northern Region) has also stated that .....

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..... ded into 1,00,000 (one lac) Nos. of Equity Shares of Rs.100/- (Rupees One Hundred only) each and the issued, subscribed and paid-up share capital of the Company is Rs.42,76,300/- (Rupees Forty Two Lacs and Seventy Six Thousand and Three Hundred Only) divided into 42,763 (Forty Two Thousand Seven Hundred and Sixty Three) Nos. of Equity Shares of Rs.100/- (Rupees One Hundred only) each fully paid up. 6. The present Authorized Share Capital of the Resulting Company is Rs.12,15,00,000/- (Rupees Twelve Crore and Fifteen Lacs only) divided into 1,21,50,000 (One Crore Twenty One Lacs and Fifty Thousands) Nos. of Equity Shares of Rs.10/- (Rupees Ten only) each. The present Issued, Subscribed and Paid-up Share Capital of Resulting Company is Rs.10 .....

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..... will facilitate further expansion and growth of their businesses. It is also claimed that both the Demerged Company and Resulting Company will be able to participate more vigorously and profitably in the competitive market scenario. 9. So far as the Share exchange ratio is concerned, the Scheme provides that upon coming into effect of this Scheme, the Resulting Company shall issue and allot to the shareholders of the Demerged Company, equity shares in the following ratio: 12.396 Nos. of Equity Shares of Rs.10/- each, credited as fully paid-up, of the Resulting Company for every 1 No. of Equity Shares of Rs.100/- each held in the Demerged Company, Kanchenjunga Advertising Pvt. Ltd. 10. It has been submitted by the petitioners that no i .....

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..... 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 25th May, 2012, notice in the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in the newspapers Business Standard (English) and Nav Bharat times (Hindi) in terms of the Companies (Court) Rules, 1959. The citations were published by the petitioners in the aforesaid newspapers on 18th August, 2012. Copies of the newspaper clippings containing the publications have been placed on record. 14. In response to the notice issued in the petition, Mr. Rakesh Chandra, Regional Director, Northern Region, Ministry of Corporate Affairs has .....

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..... hat para 11.1 of the Scheme further states for the continuance of any legal proceedings against the demerged company and/or resulting company, as the case may be the effective date will be date of the sanction of the scheme. 16. No objection has been received to the Scheme of Arrangement (Demerger) from any other party. The petitioner companies have filed the affidavit dated 28th September, 2012 through Mr.Ashwani Khurana, Director submitting that he has not received any objection pursuant to the citations published on 18th August, 2012. 17. In fact, today, during the course of hearing Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director (Northern Region) has also stated that he has no objection to the present .....

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