9911796707
TMI Blog2013 (10) TMI 451X X X X Extracts X X X X X X X X Extracts X X X X ..... the Act, and in terms of the Scheme, the whole of the undertaking, the properties, assets rights and powers of the Demerged Business undertakings of the Demerged company shall be transferred to and vest in the Petitioner-Transferee company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Demerged Business undertakings of the Demerged company shall be transferred to the Petitioner-Transferee company without any further act or deed - 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 department which may be specifically required under any la ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6. Learned counsel for the Petitioner submits that no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner-Transferee company. 7. As regards the share exchange ratio for arrangement is concerned, the Scheme in Clause 9 provides that:- As the entire issued share capital in mGinger is held by ValueFirst, mGinger is a wholly owned subsidiary of ValueFirst. Since ValueFirst is not permitted to issue shares to itself under the provisions of the Act, no new shares will be issued by ValueFirst in consideration of transfer of Demerged Business Undertaking in terms of Clause 4 of this Scheme . 8. The Petitioner-Transferee company had earlier filed CA (M) No. 17 of 2013 in this Court seeking directions for disp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iginal, containing the publications have also been filed along with the said affidavit. 10. In response to the notices issued, the RD has filed his affidavit dated 26th June 2013. Relying on Clause 7.1 of Part-II of the Scheme, he has stated in para 3 of his affidavit that all the employees of the Demerged company engaged in Advertising Sampling Business shall become the employees of the Transferee company without any break or interruption in their services upon sanctioning of the Scheme. 11. Further, the RD, in paras 5 and 5.1 of the said affidavit has observed as follows: 5. That the Deponent further craves leave to submit that the Petitioner Transferee company by its letter dated 10the June 2013 has stated that 55,100 shares ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 16. No objection has been received to the Scheme from any other party. Mr. Vishwadeep Bajaj, Managing Director of the Petitioner- Transferee company, has filed an affidavit dated 9th July 2013, confirming that neither the Petitioner company nor its counsel has received any objection pursuant to citations published in the newspapers. 17. In view of the approval accorded by the shareholders and creditors of the Petitioner-Transferee company, affidavit filed by the RD to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner-Transferee company will comply with the statutory requirements in a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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