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TMI Blog2017 (2) TMI 80X X X X Extracts X X X X X X X X Extracts X X X X ..... the proposed scheme, i.e. 1st April, 2015, the Transferor Company shall stand dissolved without undergoing the process of winding up. 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 Companies. - CO.PET. 180/2016 - - - Dated:- 31-1-2017 - MR SIDDHARTH MRIDUL J. Petitioner/Transferee Company Through: Mr. D. Bhattacharya and Ms. Deeti Ojha, Advocates for the Petitioners Ms. Aparna Mudiam, Asst. ROC for RD Mr. Rajiv Bahl, Advocate for OL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... trar of Companies Kanpur, Uttar Pradesh. Thereafter, the registered office of the Transferee Company was shifted from the State of Uttar Pradesh to N.C.T. of Delhi and a certificate dated 29.07.1997 was issued by Registrar of Companies, Kanpur, Uttar Pradesh, in this behalf. Thereafter, the name of the Transferee Company was changed to DHV India PRIVATE LIMITED and a fresh certificate dated 16.09.2006 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, in this behalf. Subsequently, the name of the Transferee Company was changed to its present name and a fresh certificate of incorporation dated 11.06.2013 was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana, in this behalf. 6. Copies of the Mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng equity shares, in the following ratio: 227 (Two Hundred and Twenty Seven) equity shares of HaskoningDHV Consulting Private Limited of ₹ 1000 (Rupees Thousand Only) each fully paid up for every 100 (One Hundred) equity shares of HaskoningDHV India Private Limited of ₹ 1000 (Rupees Thousand Only) each fully paid up. 9. The Board of Directors of the Transferor Company and the Transferee Company in their separate meetings held on 04.12.2015 and 10.12.2015, respectively, have unanimously approved the proposed scheme. Copies of the resolutions passed at the meetings of the Board of Directors of the Transferor Company and the Transferee Company have been placed on record. 10. The Petitioner Companies had earlier f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their respective websites; and regarding notice of hearing being uploaded on the website of the Petitioner Companies. 12. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received the Official Liquidator has filed its report dated 10.08.2016 stating that no objection has been received against the proposed scheme from any interested person/party and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of their members or public interest, as per second proviso of Section 394(1) of the Act. 13. Further, in response to the notices issued in the present petition, the Regional Director, No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 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 Companies. 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 the order, sanctioning the proposed scheme, be filed with the Registrar of Companies, within 30 days of its receipt. 19. The Petitioner Companies shall deposit a sum of ₹ 1,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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