9911796707
TMI Blog2017 (1) TMI 905X X X X Extracts X X X X X X X X Extracts X X X X ..... nafter referred to as 'Petitioner/Transferee No.1 Company'), seeking sanction to the proposed scheme of Arrangement and Amalgamation (hereinafter referred to as 'proposed scheme') between Geometric Limited (hereinafter referred to as 'Demerged/Transferor Company'); 3D PLM Software Solutions Limited (hereinafter referred to as 'Transferee No.2 Company'); and the Petitioner/Transferee No.1 Company. 2. The registered office of the Petitioner/Transferee No.1 Company is situated at New Delhi, within the jurisdiction of this Court. 3. The registered offices of the Demerged/Transferor Company and the Transferee No.2 Company are situated at Mumbai, Maharashtra, outside the territorial jurisdiction of this Court. Learned counsel for the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed as Annexures to Company Application (M) No.100 of 2016, which earlier came to be filed by the Petitioner/Transferee No.1 Company. The same are on record. The annual reports of the Petitioner/Transferee No.1 Company and the Demerged Company, as on 31.03.2016, alongwith a copy of their unaudited financial statements, as on 30.06.2016, have also been duly filed on record. 7. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated on behalf of the Petitioner/Transferee No.1 Company that the proposed scheme, inter alia, provides for (i) Demerger of the Demerged Business Undertaking (as defined in the proposed scheme) of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceedings pending against them, 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, 2013). 10. The Board of Directors of the Petitioner/Transferee No.1 Company and the Demerged/Transferor Company in their separate meetings held on 01.04.2016, have unanimously approved the proposed scheme. Copies of the resolutions passed at the Board of Directors meeting of the Petitioner/Transferee No.1 Company and the Demerged/Transferor Company have been placed on record. 11. To recapitulate, the Petitioner/Transferee No.1 Company had earlier filed an application, being Company Application (M) No.100 of 2016, whereby a prayer was sought, seeking dispensation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers, namely, 'The Statesman' (English) and 'Veer Arjun' (Hindi). Affidavit of publication, dated 28.07.2016, showing compliance regarding publication of citations in the aforesaid newspapers has been filed by the Petitioner/Transferee No.1 Company. Copies of the newspaper clippings, regarding publication carried out on 29.10.2016 have also been filed alongwith the said affidavit. 14. Pursuant to the issuance of notices in the present petition, the Regional Director, Northern Region, Ministry of Corporate Affairs has filed its affidavit dated 17.11.2016, stating that the office of the Regional Director has no objection to the sanction of the proposed scheme, subject to approval of Reserve Bank of India (RBI) to the proposed scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Resulting Company; (b) If required, the Competition Commission of India (or any appellate authority in India having appropriate jurisdiction) having either: (a) granted approval to this Scheme in form and substance acceptable to the Demerged Company (only to the extent it does not impose any onerous conditions on the Demerged Company or the Transferee Company or alters the terms and conditions of the ancillary documents (as such term is defined in the Framework Agreement) and the Resulting Company; or (b) been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation and any period of limitation for filing an appeal there from having elapsed. (c) any waiting period (and any e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... placed on record, sanction is hereby granted to the proposed scheme, subject to following conditions: i. That the necessary consent, approval and/or permission is obtained by the Demerged/Transferor Company from the RBI, in terms of Clause 35.1 (a) of the proposed scheme; ii. That the Petitioner/Transferee No.1 Company comply with the FDI norms with respect to the proposed integration of Transferee No.2 Company into the foreign Company, Dassault Systems; iii. That sanction is accorded by the Court of competent jurisdiction to the proposed scheme, in respect of the Demerged/Transferor Company and the Transferee No.2 Company.; and iv. That the Petitioner/Transferee No.1 Company comply with all the statutory requirements with respe ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
