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TMI Blog2017 (2) TMI 4X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 30th January, 1984 with the Registrar of Companies, Punjab, H. P. & Chandigarh at Jalandhar. The company shifted its registered office from the State of Punjab to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 28th August, 2003. 4. The transferee company was incorporated under the Companies Act, 1956 on 26th May, 1982 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce shares of Rs. 100/- each aggregating to Rs. 21,000/-; 3,00,000 12.5% non-cumulative redeemable preference shares of Rs. 100/- each aggregating to Rs. 3,00,00,000/-; and 28,55,500 5% non-cumulative redeemable preference shares of Rs. 100/- each aggregating to Rs. 28,55,50,000/-. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2015, along with the reports of the auditors, and unaudited provisional accounts, as on 31st July, 2015, of the transferor and transferee companies, along with the reports of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce shares of Rs. 100/- each held by them in the transferor company." 10. It has been submitted that no proceedings under 210, 214, 215, 216(1), 216(3), 216(4), 217, 219, 220, 223, 224(1), 224 (3), 224(4) and 225 of the Companies Act, 2013 (Section 237, 243, 250, 250(A), 251 of the Companies Act, 1956) is pending against either of the Petitioner Companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 10th August, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The petitioner companies had earlier filed CA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffidavit of service. 14. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 3rd May, 2016 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or public interest as per second proviso of Section 394(1) of the Companies Act, 1956. 15. In response to the notices issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Mini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of amalgamation, i.e. 1st April, 2015, the transferor company shall stand dissolved without undergoing the process of winding up. 18. Learned counsel for the Official Liquidator prays that costs of at least Rs. 50,000/- should be paid by the petitioner keeping in view the fact that the matter has involved examination of extensive records and also prioritized hearings. Learned counsel for the petitioner company states that the same is acceptable to him.The petitioners shall deposit a sum of Rs. 50,000/- by way of costs with the Official Liquidator, Delhi in the comm ..... X X X X Extracts X X X X X X X X Extracts X X X X
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