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TMI Blog2016 (3) TMI 1414X X X X Extracts X X X X X X X X Extracts X X X X ..... on, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Section 391 and 394 of the Act. The petitioners will, however, comply with all statutory requirements, as mandated in law. It is directed that the petitioners will comply with all provisions of the scheme - Petition allowed. - Co. Pet. 703/2015 - - - Dated:- 18-3-2016 - Hon'ble Mr. Justice Rajiv Shakdher Through : Mr. Rajeev Kumar, Advocate, Ms Aparna Mudiam, Asstt. ROC for the RD. Mr Rajiv Behl, Adv. for the OL. RAJIV SHAKDHER, J 1. This is a second motion petition filed jointly by the transferor companies, namely Felix Software Solutions Private Limited (i.e. the transferor co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies, is held by the transferee company (i.e. Empower Research Knowledge Services Private Limited), therefore, no shares shall be issued pursuant to amalgamation of the transferor companies by the transferee company. 5. The registered offices of the petitioners are located within the jurisdiction of this court. Hence, this court has the jurisdiction to entertain and adjudicate upon the present petition. 6. The details with respect to petitioners authorised, issued, subscribed and paid up capital have been set out in paragraphs 4, 11, 17, 24, 30, 36 and 42 respectively, of the petition. 7. The copies of Memorandum and Articles of Association as well as the profit and loss accounts and the Balance Sheets, of an even date i.e. 31. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thermore, citations were ordered to be published in Business Standard (English) and Jansatta (Hindi). 11.1 The citations were published in Delhi Editions of the newspapers; Business Standard (English) and Jansatta (Hindi) on 14.11.2015. An affidavit dated 11.12.2015, demonstrating service of the petition on the RD and establishing publication of citation along with the newspaper extracts, has been filed by the petitioners. 11.2 Further, petitioners have averred by way of the affidavit dated 12.02.2016, that subsequent to the publication of the notice in the petition, they have not received any objection or complaint qua the scheme. 12. Pursuant thereto, affidavit has been filed by the RD under Section 394A of the 1956 Act. In the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the second proviso of Section 394(1) of the Act. 15. To be noted, the scheme in clause 10 provides that all employees of transferor companies, in service on the effective date, shall become the employees of the transferee company, on such date without any break or interruption in service and on terms and conditions as to remuneration not less favorable than those subsisting with reference to transferor companies, as on the said date. 15.1 In terms of the provisions of Section 391 and 394 of the Act, and in terms of the scheme, the entire undertaking, properties, rights and powers of the transferor companies, will stand transferred to and/or vest in the transferee company, without any further act or deed. Similarly, all liabilities ..... X X X X Extracts X X X X X X X X Extracts X X X X
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