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TMI Blog2015 (4) TMI 987X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner company will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2014, the transferor company shall stand dissolved without undergoing the process of winding up. - Scheme of amalgamation approved. - COMPANY PETITION NO. 658/2014 - - - Dated:- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor company is ₹ 2,72,90,000/- divided into 27,29,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 2,72,84,850/- divided into 27,28,485 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 7,00,00,000/- divided into 70,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 6,34,37,000/- divided into 63,43,700 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 140/2014, earlier filed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... edings under Sections 235 to 251 of the Companies Act, 1956 are pending against the transferor and transferee companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 29th August, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies had been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 140/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 7th January, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 15. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner company will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2014, the transferor company shall stand dissolved without undergoing the process of winding up. 18. The petition is allowed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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