9911796707
TMI Blog2011 (7) TMI 1310X X X X Extracts X X X X X X X X Extracts X X X X ..... M/s. BSBK Enviro Systems Limited (Transferee Company). 2. The registered offices of the Transferor Companies and Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of Transferor Companies and Transferee Company, their authorised, issued, subscribed and paid up capital have been given in the petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of the Transferor Companies and Transferee Company have also been enclosed with the petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be issued to the Regional Director, Northern Region and the Official Liquidator. 10. Citations were also directed to be published in ?Statesman? (English, Delhi Edition) and ?Jansatta? (Hindi, Delhi Edition). Affidavit of Service and Publication have been filed by the Petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 16th June, 2011. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 11. Pursuant to the notices issued, the Official Liquidator sought some information from the Petitioner Companies. Base ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id observation, a rejoinder affidavit dated 13th July, 2011has been filed on behalf of Transferee Company by Mr. Ajay Kumar, Director and authorised signatory of Transferee Company. It is submitted that approval of Scheme in terms of Sections 391-394 of the Act is a ?Single Window Clearance? and no further act on the part of Company is required to be done after the approval of the Scheme, for giving effect to conversion of public company to private company, alteration in the Memorandum of Association of the Company and change in the name of the company. Further, the proposed Scheme has been approved by all the shareholders of the Petitioner Company No 3 / Transferee Company. The Transferee Company has no secured and unsecured creditors. F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. The Transferor Companies shall be dissolved without following the procedure of winding up. In terms of the provisions of Sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. It is, however, clarified that this order will not be construed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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