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TMI Blog2012 (11) TMI 967X X X X Extracts X X X X X X X X Extracts X X X X ..... nder sections 391 to 394 and sections 100 to 103 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law.- Upon the sanction becoming effective from the appointed date of Amalgamation, that is 1st April, 2012, the transferor company shall stand dissolved without undergoing the process of winding up. - COMPANY PETITION NO. 332/2012 - - - Dated:- 16-11-2012 - Ms. INDERMEET KAUR, J. Mr. N.P.S. Chawla and Ms. Simaran Sethi, Advocate for the petitioners. Mr. S.B. Gautam, Official Liquidator. Mr. K.S. Pradhan, Deputy ROC on behalf of Regional Director (North) INDERMEET KAUR, J. (Oral) 1. This joint petition has been filed under Sections 391 to 394 and Sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... herefore, upon sanction of the Scheme of Arrangement, the said share capital of the Transferor Company will stand cancelled and there will be no issue and allotment of shares by the Transferee Company in consideration of the amalgamation of the Transferor Company with the Transferee Company. 8. The Petitioner Companies had earlier filed Company Application (M) No.107 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 01.06.2012, this Court allowed the Application and dispensed with the requirement of convening meetings of the Shareholders, Secured Creditors and unsecured Creditors of both the Petitioner Companies. 9. Both the Petitioner Companies thereafter filed the present Petition seek ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor in his affidavit has submitted that from the annual return made up to 30.09.2011 by Transferor Company, it has been observed that it is a subsidiary of the Transferee Company. Earlier, it was closely held Company and during the August-September 2011 most of the Shareholders of the Transferor Company have transferred their holding to the Transferee Company. The learned Regional Director, sought clarification as to when the shareholders of the Transferor Company transferred their shares to the Transferee Company. The Regional Director has further observed that the since M/s SSIPL Retail Limited, a public company is holding 63,09,000 shares in the Transferee Company, therefore by virtue of Section 3(1)(iv) of the Companies Act, 1956 the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies, therefore they should have a minimum of 7 (seven) shareholders and 3(three) directors. In view of the said fact, Petitioner Companies suo-moto had altered the shareholding pattern and board composition in the month of October, 20912. The same was done in order to strictly comply with the provisions of Section 12 and Section 252 of the Companies Act. 13. The learned counsel for the Petitioner Companies has thus explained/agreed to abide by the observations/requirements pointed out by the Regional Director (Northern Region) and to file requisite application seeking compounding of the offence within a period of two weeks from today. The Regional Director thus does not further press his objections on account of the reply filed by Peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor Company/Petitioner Company-I be transferred to the Transferee Company/Petitioner Company-II without any further act or deed. 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. 16. Upon the sanction becoming effective from the appointed date of Amalgamation, that is 1st April, 2012, the transferor company shall stand dissolved without undergoing the process of winding up. 17. Learned counsel for the Petitioners states that the Petitioner Companies would voluntarily deposit a sum of Rs.1,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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