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TMI Blog2013 (10) TMI 335X X X X Extracts X X X X X X X X Extracts X X X X ..... of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner companies will comply with the statutory requirements in accordance with law - The certified copy of the order shall be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of Section 391 and 394 of the Act and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Transferor companies shall 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 shall be transferred to the Transferee compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for the years ended 31st March 2012 of Petitioner companies have also placed on record. 5. The copies of the resolutions passed by the Boards of Directors ( BoDs ) of the Petitioner companies approving the Scheme have also been placed on record. 6. Learned counsel for the Petitioners submits that no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner companies. 7. The Petitioner companies had earlier filed CA (M) No.184 of 2012 in this Court seeking directions to convene / dispense with the requirements of convening the meetings of the shareholders, secured and the unsecured creditors of the Petitioner companies. By order dated 3rd December 2012, this Court allowed the application and dispensed with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the notices issued, the OL sought information from the Petitioner companies. Based on the information received, he has filed his report dated 29th July 2013 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 Transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. 10. In response to the notices issued, the RD has filed his affidavit / report dated 20th May 2013. Relying on the Scheme, he has stated that the Memorandum and Articles of Association of the company can be changed / altered only after following the procedure prescribed under th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme, the whole or part of the undertakings, the properties, rights and powers of the Transferor companies shall 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 shall 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. 15. 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 specificall ..... X X X X Extracts X X X X X X X X Extracts X X X X
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