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TMI Blog2013 (10) TMI 358X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 will be filed with the ROC within 30 days from the date of receipt of the same. In terms of Sections 391 and 394 of the Act and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Transferor company 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 company shall be transferred to the Transferee company without any further act or deed. Upon the Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petition. 4. The copies of the Memorandum and Articles of Association as well as their latest audited annual accounts for the year ended 31st March 2012 of the Petitioner companies have also been 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 enclosed with the petition. 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. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that:- Transferee company shall without any further act or deed, issue and allot 275 ( Two Hundred Seventy-five‟ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d on the information received, the OL has filed his report 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 companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 11. In response to the notices issued, the RD has filed his affidavit dated 19th July 2013. Relying on the Scheme, he has stated that upon sanction of the Scheme, all the employees of the Transferor company shall become the employees of the Transferee company without any break or interruption in their services upon sanctioning of the Scheme. Further, in Para 5 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it has observed on perusal of the shareholding pattern of the Transferor company that all its shares are held by foreign companies viz. M/s Sony Mobile Communications International AB, Sweden and M/s Sony Mobile Communications AB, Sweden. Similarly, on perusal of the shareholding pattern of the Transferee company, it has been observed that all its shares are held by foreign companies viz. M/s Sony Overseas Holdings (Asia) B.V. and M/s Sony Middle East Africa FZE. Further, in Para 6.1 of the said affidavit the RD has stated that the Petitioner Transferee company may be asked to give an undertaking for all compliances from the Reserve Bank of India ( RBI ) as required under FEMA. 14. In response to the aforesaid observation, it is underta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rred to the Transferee company without any further act or deed. Upon the Scheme coming into effect the Transferor company shall stand dissolved without winding up. 18. 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. 19. Learned counsel for the Petitioner states that the Petitioner companies would voluntarily deposit a sum of Rs 2,00,000/-in the Common Pool Fund of the OL within three weeks from today. The statement is taken on record. 20. The petition stands allowed in the above terms. Order ..... X X X X Extracts X X X X X X X X Extracts X X X X
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