9911796707
TMI Blog2013 (1) TMI 388X X X X Extracts X X X X X X X X Extracts X X X X ..... t to orders passed on a similar application/petition filed by the Transferee Company before the High Court of Delhi. Consequently this petition stands allowed and the Scheme of Amalgamation hereby sanctioned with effect from 01.01.2012, provided the transferor and transferee companies give an undertaking that they shall comply with all the requirements of the Reserve Bank of India as required under the Foreign Exchange Management Act, 1999 (FEMA) for the transactions involving foreign banks / entities - meet all requirements / conditions as laid down by the Regional Director, Northern Region, Ministry of Corporate Affairs in its representation, and give the undertaking to that effect as required by the Regional Director in its report w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r holding the meeting were published in the newspaper Hindustan Times published in New Delhi on 30.05.2012 and Dainik Jagran published in Hindi from Dehradun on 30.05.2012. Separate notices for convening the meeting of the shareholders and unsecured creditors together with the scheme of amalgamation, explanatory statement and the prescribed proxy form were sent on 28.05.2012. On 19.12.2012 the Chairman has filed an affidavit of service in Court as required under Rule 76 of the Company (Court) Rules, 1959. 3. The report of the Chairman which has been countersigned by the alternate Chairman has been perused by this Court, according to which, the meeting of unsecured creditors of transferee company was convened on 23.06.2012 at 1PM. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d any query about the scheme of amalgamation. Each of the shareholders present in person or through proxy confirmed that they had received a copy of notice, scheme of amalgamation and explanatory statement in advance and also gone through the scheme and fully understood the same. The shareholders were unanimously of the opinion that the scheme of amalgamation should be approved and all the persons present in the meeting voted in favour of the motion by show of hands. Thereafter, the shareholders cast their votes and they unanimously approved the scheme of amalgamation. Out of total 750,000 votes held by two shareholders, 750,000 votes (being 100% of the total votes) were cast in favour of the motion and no vote was cast against the motion. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y shall become the employees of the transferee company without any break or interruption in service after sanctioning of the scheme of amalgamation. It has also been mentioned in para 5 that both the transferor and transferee companies may be asked to give an undertaking for all compliances from the Reserve Bank of India as required under the Foreign Exchange Management Act, 1999 (FEMA) for the transactions involving foreign banks / entities. Para 5 of the affidavit of Regional Director reads as under:- 5. That the Deponent further craves leave to submit that on perusal of the shareholding pattern of both the Transferor and Transferee Companies, it has been observed that all the shares are held by the foreign Shareholders in both the Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on (Annexure A-1 to the Company Application No.1 of 2012 and (Annexure-A to the Company Petition No.5 of 2012 is hereby sanctioned with effect from 01.01.2012, provided the transferor and transferee companies give an undertaking that they shall comply with all the requirements of the Reserve Bank of India as required under the Foreign Exchange Management Act, 1999 (FEMA) for the transactions involving foreign banks / entities. In other words, the scheme of Amalgamation is sanctioned subject to the condition that both the transferor and transferee companies meet all requirements / conditions as laid down by the Regional Director, Northern Region, Ministry of Corporate Affairs in its representation, and give the undertaking to that effect as ..... X X X X Extracts X X X X X X X X Extracts X X X X
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