9911796707
TMI Blog2013 (1) TMI 150X X X X Extracts X X X X X X X X Extracts X X X X ..... to the interest of its members, creditors or to public interest. Transferor Company give an undertaking for all compliances from Reserve Bank of India as required under FEMA/FIPB for above transactions involving foreign entities, if deemed fit & proper by the Hon'ble Court - The provisions of section 4(7) does not apply to the Petitioner Companies as both the Petitioner Companies are the subsidiaries of Gold Hotels and Resorts Pte. Ltd. (“Parent Company”), a private limited company, incorporated under the laws of Singapore In view of the approval accorded by the Shareholders and Creditors, reports filed by the Regional Director (Northern Region), MCA and OL there appears to be no impediment to the grant of sanction to the Scheme of A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te of incorporation of both the Petitioner Companies, their authorized, issued, subscribed and paid-up capital have been given in the Petition. 3. Copies of the Memorandum and Articles of Association as well as the audited Annual Accounts for the year ended March 31, 2012 of the both the Petitioner Companies have also been enclosed with the Petition. 4. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record. 5. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 6. So far as the share exchange ratio for amalgamation is concerned, the Scheme provid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 18.12.2012 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 of the Petitioner Company -I do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 10. In response to the notices issued in the Petition, Mr. Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 13.12.2012. Relying on Clause 1.17 of Part III of the Scheme of Amalgamation, he has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e High Court on 19.12.2012 has stated that the provisions of section 4(7) does not apply to the Petitioner Companies as both the Petitioner Companies are the subsidiaries of Gold Hotels and Resorts Pte. Ltd. ( Parent Company ), a private limited company, incorporated under the laws of Singapore. Further, it is submitted by the Petitioner Companies that the Articles of Association ( AOA ) of the Parent Company are similar to that of any private limited company incorporated in India under the Act as it limits the number of members to 50 (Fifty) and even the right to transfer shares is also restricted. An undertaking to this effect by the Parent Company has been filed by the Petitioner Companies. Further, as observed by the Regional Director, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Transferor Company/ Petitioner Company -I be transferred to and vest in the Transferee Company/ Petitioner Company -II without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and dut ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
