9911796707
TMI Blog2012 (11) TMI 967X X X X Extracts X X X X X X X X Extracts X X X X ..... ion (India) Private Limited (hereinafter referred to as Transferor Company) with SSIPL Lifestyle Private Limited (hereinafter referred to as Transferee Company). 2. The registered offices of both the petitioner companies are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of both the petitioner companies, their authorized, issued and paid up capital have been given in the petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 and the provisional unaudited Annual Accounts for the year ended 31st March, 2012 of both the Petitioner Companies have also been enclosed with the petition. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fficial Liquidator. Citations were also directed to be published in 'Financial Express' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 02.11.2012. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the said Affidavit. 10. 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 rep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o becomes a subsidiary of a public limited company and deemed to be public limited company, thereby requiring a minimum of 7 shareholders and 3 Directors. Accordingly the Regional Director has observed that there is prima facie contravention of Provisions of Section 12 and 252 of the Companies Act, 1956. 12. In response to the first observation of the learned Regional Director, Mr.N.P.S.Chawla, learned counsel for the Petitioner Companies has submitted that subsequent to the Annual General Meeting of the Transferor Company held on 30.09.2011, all the shareholders of the Transferor Company (except the Transferee Company itself) transferred their shares (19 shares) to the Transferee Company. Consequently, the Transferor Company became a whol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r party. Mr. N.P.S.Chawla, Counsel for the Petitioner Companies, has filed an affidavit dated 08.11.2012, confirming that neither the Petitioner Companies nor their legal counsel has received any objection pursuant to citations published in the newspapers. 15. In view of the approval accorded by the Shareholders and Creditors of the Petitioner companies; representation/reports filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, to the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement under 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 w ..... X X X X Extracts X X X X X X X X Extracts X X X X
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