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TMI Blog2016 (2) TMI 722X X X X Extracts X X X X X X X X Extracts X X X X ..... ereby, sanctioned. The Reduction of Equity Share Capital of the Transferee Company is, hereby, confirmed. - COMPANY PETITION NO. 425 of 2015, COMPANY APPLICATION NO. 363 of 2015, COMPANY PETITION NO. 426 of 2015, COMPANY APPLICATION NO. 364 of 2015 - - - Dated:- 12-2-2016 - SMT. ABHILASHA KUMARI, J. FOR THE PETITIONER : MR. BANDISH SOPARKAR, ADVOCATE FOR MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR. KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL FOR MR DEVANG VYAS, ADVOCATE ORAL ORDER 1 These petitions are filed by two companies for the purpose of obtaining the sanction of the Court to a Scheme of Amalgamation of Sophos Technology Solutions India Private Limited, the Transferor Company with Sophos Technolog ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company, as held by the Transferor Company, shall stand cancelled. This shall result in the Reduction of existing Equity Share Capital of the Transferee Company. The said Reduction of Capital is consequential and is proposed as an integral part of the proposed Scheme of Arrangement. However, in case of Cumulative Compulsorily Convertible Preference Shares, considering the issue of new shares towards consideration, there will not be Net Reduction of Capital. 4 It has been submitted that vide orders dated 26th November 2015, passed Company Application No. 363 and 364 of 2015, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor company were dispensed with, in light of the consent letters of the Share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies which were admitted on 09th December 2015. The notice for the hearing of the petitions was duly advertised in the Ahmedabad editions of the English daily newspaper Indian Express and the Gujarati daily newspaper Sandesh , dated 22.12.2015. The publication in the Government gazette was dispensed with, as directed in the said orders. Pursuant to the said publication in the newspapers, no objections were received by the petitioner or its advocate. The said fact has been confirmed vide the common additional affidavit dated 29th January 2016. 7 Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor Company. The report dated 27th January 2016 has been filed by the Official Liquidator after ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny and not intangible assets. The said error is noted. However, it has no effect on these proceedings and, hence, not required to be dealt with. 8 Notice of the petitions have been served upon the Central Govt. and Mr. Kshitij Amin, learned Central Government Standing Counsel has appeared on behalf of Shri Devang Vyas, learned Assistant Solicitor General of India, for the Central Govt. A common affidavit dated 27th January 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 9 The attention of the Court is drawn to the common Additional Affidavit dated 29th January 2016 filed by Mr. Rakesh Mistry, the Director and Authorised Sig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , no further directions are required to be issued to the petitioner companies in this regard. 11 At this stage, the attention of the court is drawn to the order dated 03rd February 2016, passed in the Civil application moved by the Petitioner Transferee Company for the rectification of an inadvertent error with regard to the minutes to be drawn under Section 103(1) of the Companies Act, 1956, for the resultant Reduction of the Equity Share Capital of the Company and the specific prayers for the confirmation of the reduction of capital and approval of the said minutes. It has been submitted by the petitioner that the requisite rectifications have been carried out pursuant to the said order. 12 Considering the above facts and circumstances ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sets of the Transferor Company being transferred to the Transferee Company, as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 16 The Petitioner companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC28 in addition to physical copy as per relevant provisions of the Act. 17 Filing and issuance of drawn up order is hereby dispensed with. 18 All concerned authorities to act on a copy of this order along with the Scheme duly authen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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