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TMI Blog2017 (1) TMI 269X X X X Extracts X X X X X X X X Extracts X X X X ..... g sanction of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') of the Transferor Company with the Transferee Company. 2. The Transferor Company and the Transferee Company are hereinafter collectively, referred to as 'Petitioners'. 3. The registered offices of the Transferor Company and the Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company was originally incorporated under the Act on 12.11.2007, with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The Transferee Company was incorporated under the Act on 05.12.2000 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of 'Anest Iwata Motherson Privat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... record. 9. A copy of the Scheme of Amalgamation has been filed on record and the salient features of the Scheme have been incorporated and set out in detail in the application and the accompanying affidavits. It has been stated by the petitioners that the Transferor Company is a wholly owned subsidiary of the Transferee and the proposed amalgamation shall result in pooling of resources, creating better synergies across the group, optimal utilisation of resources and greater economies of scale. It has been further been stated that inter alia, the proposed scheme will result in faster and effective decision making, better administration and cost reduction. 10. So far as Share Exchange Ratio is concerned, the scheme provides that upon comin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The Petitioners have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 01.08.2016, notice in the Petition was issued to the Regional Director, Northern Region and the Official Liquidator. Citations were directed to be published in the Delhi Editions of newspapers, 'Business Standard' (English & Hindi). An affidavit dated 31.08.2016 has been filed by the petitioners showing compliance regarding publication of citations in the aforesaid newspapers on 17.08.2016. 15. Pursuant to the notices issued in the Petition, the Official Liquidator has filed a report dated 10.11.2016 wherein it has been stated that he has not received any complaint against the proposed Scheme from any person/party interested in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The petitioners will comply with the statutory requirements in accordance with law. 20. A certified copy of this order, sanctioning the Scheme, be filed with the ROC, within thirty (30) days of its receipt. 21. 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. 22. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the Scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, direc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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