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TMI Blog2017 (1) TMI 191X X X X Extracts X X X X X X X X Extracts X X X X ..... itioners will however, comply with the statutory requirements in accordance with law. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. Resultantly, it is hereby directed that the petitioners will comply with all provisions of the scheme and, in particular, those which are referred to hereinabove. - CO.PET. 316/2015 - - - Dated:- 19-12-2016 - MR. SIDDHARTH MRIDUL J. Through: Mr. Sumit Roy and Mr. Vishal Dutt, Advocates for Petitioners Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate for the Official Liquidator J U D G M E N T SIDDHARTH MRIDUL, J 1. The present Petition has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a certificate in this behalf was issued by the Registrar of Companies, Delhi and Haryana. 6. The authorized share capital of Transferor Company, as on 31.02.2014, is ₹ 36,00,000/-, divided into 3,60,000 equity shares of ₹ 10/- each. The issued, subscribed and fully paid-up share capital of Transferor Company, as on 31.02.2014, is ₹ 35,72,670/-, divided into 3,57,267/- equity shares of ₹ 10/- each. 7. The authorized share capital of the Transferee Company, as on 31.02.2014, is ₹ 1,00,00,000/-, divided into 10,00,000/- equity shares of ₹ 10/- each. The issued, subscribed and fully paid-up share capital of the Transferee Company, as on 31.02.2014, is ₹ 3,03,030/-, divided into 30,303 equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 99.97% of its paid up share capital and is also jointly developing a residential group housing project on the consolidated Project Land with the Transferee Company as detailed out in the application bearing Company Application (M) No. 31 of 2015 as well as in the present petition. Apart from the aforesaid project, no other business is undertaken by the Transferor Company; (ii) The Scheme will result in consolidation of the business for holding investments in the shares of the Companies in a single entity and would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, organizational efficiency and optimal utilization of various resources; (iii) The Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for better and efficient utilization of resources of the companies and greater synergy of operation and economies. The Scheme would also benefit all stake holders including shareholders, employees etc. 12. The Share Exchange Ratio for the Amalgamation has been provided for in the Scheme and the same is summarised hereinbelow: So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, no shares of the transferee company shall be allotted in lieu or exchange of its holding in the transferor company and the share capital including the authorized share capital, and issued, subscribed and paid-up share capital of the transferor company shall stand cancelled. 13. To recapitula ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ices issued, report of the Official Liquidator (OL) dated 02.12.2015 has been filed, wherein, inter alia, it has been stated that the OL has not received any complaint qua the Scheme of Amalgamation and/or from person/party interested in the scheme. Further, it has been stated in the said report dated 02.12.2015 that on the basis of information submitted by the Petitioners, it appears, that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to either the interest of their members or the public at large. 18. In other words, it has been stated by the OL in the report dated 02.12.2015 that the affairs of the Transferor Company, do not fall foul of the provisions of the Second Proviso to Sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d conditions as contained in the respective lease deeds relating to the lease-hold land allotted by the Urban Improvement Trust, Bhiwadi, Rajasthan, shall be complied with by the Petitioners, the objection raised vide affidavit of the RD dated 01.03.2016, stands satisfied and that no further objections against the present Scheme remain. 22. It has been noted that no objections have been received to the Scheme from any other party. It has been stated by way of affidavit dated 08.12.2016 filed by the Transferee Company that neither the Petitioners nor their counsel have received any objection pursuant to the citations published in the newspapers dated 21.09.2015. 23. In view of the foregoing and upon considering the approval accorde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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