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TMI Blog2017 (1) TMI 866X X X X Extracts X X X X X X X X Extracts X X X X ..... ree Company will comply with the statutory requirements in accordance with law. The sanction to the proposed scheme will be effective from the appointed date of the proposed scheme, i.e. 1st April, 2015. - CO.PET. 174/2016 - - - Dated:- 6-1-2017 - MR. SIDDHARTH MRIDUL, J. For The Petitioner : Mr. Mukesh Sukhija For The OL : Mr. Rajiv Bahl, Advocate For The RD : Ms. Aparna Mudiam, Asst. ROC JUDGMENT SIDDHARTH MRIDUL, J . 1. The present petition has been filed under Sections 391(2) and 394 of the Companies Act, 1956 (hereinafter referred to as Act ) by Allengers Global Healthcare Private Limited (hereinafter referred to as Transferee Company ), seeking sanction to the proposed scheme of Amalgamation (h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10/- each. The issued, subscribed and paid-up share capital of the Transferee Company, as on 31.03.2015, is ₹ 2,52,30,000/- divided into 25,23,000 equity shares of ₹ 10/- each. 6. Copies of the Memorandum of Association and Articles of Association of the Transferee Company have been filed on record as annexures to Company Application (M) no.15 of 2016, earlier filed by the Transferee Company. The audited balance sheets of the Transferee Company, as on 31.03.2015, along with the report of the auditors, have also been filed. The same are on record. 7. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and detailed in the present petition. The rationale behind t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; value of the Transferor and the Transferee Companies. (f) The scheme would ensure higher retained earnings leading to enhanced intrinsic value of shareholding to the investors. (g) The corporate restructuring resulting from the scheme will integrate all the activities leading to increased opportunities in all areas of business. (h) The amalgamated company would have stronger fundamentals which enhance its credit rating and resource raising ability in the financial markets. (i) The said scheme will enable the establishment of a larger company with larger resources and a larger capital base facilitating further expansion and development of the business of all companies. The said scheme will enable the undertakings and business o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tio: a. 18 (Eighteen) Equity Shares of ₹ 10/- (Rupees Ten) each of the Transferee Company for every 1 (One) Equity Share of ₹ 100/- (Rupees Hundred) each held in the Transferor Company No. I - EROS FABRICATORS PRIVATE LIMITED. b. l (One) Equity Share of ₹ 10/- (Rupees Ten) each of Transferee Company for every l (One) Equity Share of ₹ 10/- (Rupees Ten) each held in the Transferor Company No. II - LAKSHYA RESEARCH DEVELOPMENT PRIVATE LIMITED. 9. It has been averred on behalf of the Transferee Company that there are no proceedings pending against it, as on the date of filing of the present petition, under Sections 235 to 251 of the Act (including their corresponding Sections of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company, Official Liquidator and the Ministry of Corporate Affairs; and published in the Delhi edition of the newspapers, namely, 'Business Standard' (English) and Jansatta (Hindi). Subsequently, vide order dated 22.07.2016 the said order dated 23.03.2016 was modified to the extent that, the Official Liquidator was not required to file its report and was not to be supplied with a copy of the petition paper book. Affidavit of service and publication, dated 28.07.2016, showing compliance regarding publication of citations in the aforesaid newspapers and service of petition paper book on the Regional Director and the Registrar of Companies, has been filed by the Transferee Company. Copies of the newspaper clippings, regarding publica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , statutory rule or regulation, the sanction granted by this Court to the proposed scheme will not come in the way of action being taken, albeit , in accordance with law, against the concerned persons, directors and officials of the Transferor Companies and the Transferee Company. 17. It is made clear, that this order shall not be construed as an order granting exemption, inter alia , from, payment of stamp duty or, taxes or, any other charges, if, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 18. A certified copy of this order shall be filed with the Registrar of Companies within 30 days fr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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