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TMI Blog2012 (10) TMI 770X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of the Scheme of Amalgamation (for short "Scheme" ). 2. The Petitioner Companies had earlier filed CA (M) No.105 / 2011 seeking directions of this Court for dispensation of the meetings of Shareholders of all the Transferor Companies and the Transferee Company and Secured Creditors of the Transferee Company. Vide order dated 25.08.2011, this Court allowed the application and dispensed with the convening of meetings of Shareholders of all the Transferor Companies and the Transferee Company. Further, this Court vide order 25.08.2012 also dispensed with the convening of meetings of Unsecured Creditors of all the Transferor Companies and Secured Creditors of the Transferee Company. Further, this Court has directed the Transferee Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 12.03.2012. Copies of Newspapers, in original, containing the publication have been filed along with the Affidavit of Service. 6. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 12.07.2012 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ree Company shall issue shares in the following manner: Transferor Company nos. 3, 5, 7, 8, 10, 12, 13, 14 and 15 Transferor Company nos. 3, 5, 7, 8, 10, 12, 13, 14 and 15 are wholly-owned subsidiaries of the Transferee Company and upon amalgamation the share capital of these companies shall be set-off with the investments of the Transferee Company and shall stand cancelled and extinguished. Transferor Company nos. 1, 2, and 11 Transferor Company nos. 1, 2 and 11 have a value less than zero, the Transferee Company has been recommended to issue one share as a consideration. Transferor Company no. 4 134 Equity Shares of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 10000 Equity Shares of Rs.10/- each held ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, Petitioner nos. 1 to 15 shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law ; or permission/compliance with any other requirement which may be specifically required under any law. 11. Learned Counsel for the Petitioner Companies states that the Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool of the Official Liquidator within three weeks from today. The statement is accepted. 12. The Petition is allowed in the a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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