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TMI Blog2017 (1) TMI 906X X X X Extracts X X X X X X X X Extracts X X X X ..... ply with all the statutory requirements, in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme i.e. 1st April, 2015, the Petitioner/Amalgamating Company shall stand dissolved without undergoing the process of winding up. A certified copy of the order, sanctioning the proposed scheme, be filed with the ROC, within thirty (30) days of its receipt. - CO.PET. 697/2016 - - - Dated:- 10-1-2017 - MR. SIDDHARTH MRIDUL, J. For The Petitoiner : Mr. Abhinav Vashisth, Senior Advocate, Mr. Anirudh Das, Mr. Kamaljeet Singh, Mr. Manu Krishnan and Mr. Vikram Shah, Advocates For The OL : Ms.Aparna Mudiam, Assistant ROC, Mr. Rajiv Bahl, Advocate JUDGMENT SIDDHARTH MRIDUL, J . ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Haryana at New Delhi in this behalf. 5. The present authorized share capital of the Petitioner/Amalgamating Company is ₹ 17,70,00,000/-, divided into 1,77,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the Petitioner/Amalgamating Company is ₹ 13,18,50,610/- divided into 1,31,85,061 equity shares of ₹ 10/- each. 6. The present authorized share capital of the Amalgamated Company is ₹ 1,61,88,00,000/- divided into 13,68,80,000 equity shares of ₹ 10/-each aggregating to ₹ 1,36,88,00,000/- and 2,50,00,000 preference shares of ₹ 10/- each aggregating to ₹ 25,00,00,000/-. The present issued, subscribed and paid-up share capital of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany and the Amalgamated Company. 9. So far as the share exchange ratio is concerned, the proposed scheme provides that upon coming into effect thereof, no consideration shall be payable by the Amalgamated Company for the equity shares of the Petitioner/Amalgamating Company, since the Petitioner/Amalgamating Company is the wholly owned subsidiary of the Amalgamated Company. 10. It has been averred on behalf of the Petitioner/Amalgamating Company that there are no proceedings pending against the Petitioner/Amalgamating Company and the Amalgamated Company, under Sections 235 to 250A of the Act (including their corresponding Sections of the Companies Act, 2013). 11. The Board of Directors of the Petitioner/Amalgamating Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay of the said order dated 27.07.2016, the requirement of filing a company petition by the Amalgamated Company, to seek grant of sanction to the proposed scheme, has also been dispensed with. 15. The Petitioner/Amalgamating Company has thereafter filed the present petition seeking sanction to the proposed scheme. Vide order dated 10.08.2016, notice in the present petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in the newspapers, namely, The Statesman (English) and Jansatta (Hindi). Affidavit of service and publication, dated 14.10.2016, has been filed by the Petitioner/Amalgamating Company showing compliance regarding service on t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Sales Tax, Value Added Tax, Income Tax and Service Tax. The Amalgamated Company has further stated that it shall be the continuing entity post sanction of the proposed scheme and all pending proceedings shall continue by or against the Amalgamated Company. 18. In view of the foregoing, it has been stated on behalf of the Regional Director that the objections raised vide its said affidavit dated 19.10.2016, stand satisfied and that no further objections remain against the proposed scheme. 19. Pursuant to the notices issued in the present petition, the Official Liquidator has filed its report dated 07.10.2016 wherein, inter alia, it has been stated that the Official Liquidator has not received any complaint qua the proposed s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssolved without undergoing the process of winding up. 22. A certified copy of the order, sanctioning the proposed scheme, be filed with the ROC, within thirty (30) days of its receipt. 23. 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 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 Petitioner/Amalgamating Company and the Amalgamated Company. 24. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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