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2015 (3) TMI 990

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..... nction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty, taxes or any other charges, if payable in accordance with law; or permission/compliance with any other requirement which may be specifically required under any law. - Scheme of Amalgamation approved. - Co. Pet. 320/2014 - - - Dated:- 22-8-2014 - Sanjeev Sachdeva,JJ. For the Petitioner : Mr. Rakesh Kumar, Mr.Pramod Sachdeva and Mr. Shashank Agarwal, Advocates For the Respondent : Mr. Atma Sah, Assistant Registrar o .....

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..... as the latest Provisionally Audited Annual Accounts as on 28th February, 2014 along with the Audited Balance Sheet for the year ended 31st March, 2013 of the Petitioner Companies have also been enclosed with the Petition. 5. The copies of Resolutions passed by the Board of Director of the Petitioner Companies approving the Scheme of Amalgamation have also been filed along with the Petition. 6. Learned Counsel for the Petitioner Companies submits that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, in view of the negative Net Worth of the Petitioner Companies, no share excha .....

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..... he Registrar of Companies, Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 12th July, 2014. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 10. In response to notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, learned Official Liquidator has filed his report dated 7th August, 2014, wherein he has stated that he has not received any complaint against the proposed Scheme in any manner and that the affairs of the Transferor Companies, which is subject matter of dissolution, do not appear to have b .....

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..... the concern of the Regional Director has been duly addressed. 15. Mr. Rakesh Kumar, learned Counsel for the Petitioner Companies submits that no objection has been received to the Scheme of Amalgamation from any other party. Affidavit has been filed confirming that neither the Petitioner Companies nor their Counsel have received any objection pursuant to Citations published in the newspapers. 16. No objection has been received to the Scheme of Amalgamation from any other party. Mr. Dharam Pal, Director of the Transferee Company, has filed an Affidavit dated 7th August, 2014 as well as the Affidavit filed by the counsel for the Petitioner Companies on 4th August, 2014, confirming that the Petitioner Companies has not received any obje .....

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