9911796707
TMI Blog2013 (10) TMI 1050X X X X Extracts X X X X X X X X Extracts X X X X ..... the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation - sanction was granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956 - The petitioner/Transferor Company will comply with the statutory requirements in accordance with law. Certified copy of the order will 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 Act, and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Petitioner/Transferor Company be transferred to and vest in the Transferee Company without any further act or deed - all th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ration of Petitioner/Transferor Company, its authorized, issued, subscribed and paid up capital have been given in the petition. 4. Copy of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31.03.2011 along with the unaudited Provisional Accounts as on 31.01.2012 of the Petitioner/Transferor Company have also been enclosed with the petition. 5. Copy of the Resolution passed by the Board of Directors of the Petitioner/Transferor Company approving the Scheme of Amalgamation has also been placed on record with the petition. 6. It has been submitted that no proceeding under Sections 235 to 251 of the Companies Act, 1956 Act is pending against the petitioner/Transfer Company. 7. S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uttings, in original, containing the publications have been filed along with the Affidavit of Service. 11. Pursuant to the notices issued, the Office Liquidator sought information from the Petitioner/Transferor Company. Based on the information received, the Official Liquidator has filed his report dated 05.7.2012 wherein he has stated that he has not received any complaint against the Scheme from any persons(s)/parties) interested in the Scheme in any manner and that the affairs of the Petitioner/Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 12. In response to the notices issued in the petition, Mr. B.K. Bansal, Learned Regional Director, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submitted in the rejoinder that the approval of the Scheme in terms of Section 391-394 of the Act is a Single Window Clearance and no further fact on the part of Transferee Company is required to be done after the approval of the Scheme, for giving effect to the alteration in the Memorandum of Association and change in Name of the Transferee Company. Further, the proposed Scheme has been approved by the respective shareholders and unsecured creditors of both the Transferor and Transferee Company. The petitioner further submits that, as provided in the Scheme, the Transferee Company will file all the forms in respect of alteration of memorandum of association and change of name with the Registrar of Companies, Chennai as required under th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me. In terms of the provisions 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 Petitioner/Transferor Company 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 dues of the Petitioner/Transferor Company will be transferred to the Transferee Company without any further act or deed. 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 department which may be specifically required under any law ..... X X X X Extracts X X X X X X X X Extracts X X X X
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