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TMI Blog2012 (10) TMI 916X X X X Extracts X X X X X X X X Extracts X X X X ..... h the Transferee Company- Uppal Housing Private Limited. 2. The registered office of the Petitioner Transferor Company and the Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of the Transferor Company and the Transferee Company, their authorised, issued, subscribed and paid up share capital have been given in the Petition. 4. Copies of the Memorandum & Articles of Association, as well as, the latest Audited Annual Accounts as on March 31, 2011 of the Transferor Company and the Transferee Company have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Transferor Company and the Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferee Company had filed Company Application (M) No. 69 of 2012 under Section 391 (1), 392, 393 and 394 of the Companies Act, 1956 seeking approval of the Scheme of Amalgamation & Arrangement along with the Application seeking dispensation with the requirements of calling and holding meetings of equity shareholders, secured creditors and unsecured creditors of the Transferee Company, as the same had already consented in writing to the proposed scheme of Arrangement. This Court had, vide its order dated 26.04.2012, dispensed with the requirement of calling and holding of meetings of equity shareholders, secured creditors and unsecured creditors of the Transferee Company. 10. The Petitioner Transferor Company and the Transferee Company hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company may be asked to follow the procedure prescribed under the Companies Act, 1956 for alteration of its Memorandum of Association. 13. The Petitioner Companies have filed an affidavit dated 09.10.2012, in response to the observations of the Regional Director made in his affidavit, stating as follows: (a) That the Transferor Company does not have any employee, and accordingly, no clause has been included in the scheme with respect to transfer of employees of the Transferor Company to the Transferee Company. (b) That the scheme has been prepared in compliance with the Accounting Standard - 14 mentioned hereinabove. Post merger, accounting aspects as specified in the Accounting Standard - 14 shall be duly complied with. (c) The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ole or part of the undertaking, the property, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies 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. 18. Lea ..... X X X X Extracts X X X X X X X X Extracts X X X X
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