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TMI Blog2016 (2) TMI 1318X X X X Extracts X X X X X X X X Extracts X X X X ..... company, without any further act or deed - as per clause 4.12 of the scheme, the transferor companies shall stand dissolved without being wound up. The petitioners will comply with the all provisions of the scheme. In view of the approval accorded to the scheme by the shareholders and unsecured creditors of the petitioners and, given the fact, that the there are no objections by the RD and the OL, 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 - Petition allowed. - CO.PET. 631/2015 - - - Dated:- 26-2-2016 - HON'BLE MR. JUSTICE RAJIV SHAKDHER RAJIV SHAKDHER Mr Alok Aggarwal, Adv. for the petitioner. Ms A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers. 4. The scheme, according to Para 4.6, provides for a share exchange ratio for petitioners no. 1 to 6 (i.e. the transferor companies) with petitioner no. 7 (i.e. the transferee company), as laid down herein below: Transferor Companies For the number of shares @₹ 10 each, held No. of shares in the Transferee Company 1 1 fully paid up equity share 6 fully paid up equity shares 2 5 fully paid up equity shares 1 fully paid up equity share 3 1 fully paid up equity share 5 fully paid up equity shares 4 1 fully pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .17.2015, dispensed with the requirement of convening the meetings as prayed with regard to the consent received by the following class of persons: Petitioners Shareholders Consent Preference shareholders Consent Unsecured Shareholders Consent Transferor company no.1 2 All 1 All Nill N.A. Transferor company no.2 2 All 1 All Nill N.A. Transferor company no.3 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation along with the newspaper extracts, has been filed by the petitioners. 11.2 Further, petitioners have averred by way of an affidavit dated 14.01.2016, that subsequent to the publication of the notice of the petition, they have no received any objection or complaint to the scheme. 12. Pursuant thereto, affidavit has been filed by the RD under Section 394A of the 1956 Act. In the affidavit, the RD relied upon the general circular bearing no. 53/2011, dated 26.07.2011 and, circular bearing no. 1/2014, dated 15.01.2014. Based on the aforementioned circulars, as per the affidavit of R.D., communications were sent to the Registrar of Companies (ROC) and the Income Tax Department (I.T. Department) seeking their response to the scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out any break or interruption in service and on terms and conditions as to remuneration not less favorable than those subsisting with reference to the transferor companies, as on the said date. 16. 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 transferee company, without any further act or deed. Similarly, in terms of the scheme, all liabilities and duties of the transferor companies shall stand transferred to transferee company, without any further act or deed. 17. Furthermore, as per clause 4.12 of the scheme, the transferor companies shall stand dissolved without bein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 scheme will not come in the way of any action being taken, albeit in accordance with law, against the concerned persons, directors and officials of the petitioners. 23. It is made clear, that this order will not be construed as an order granting exemption from: payment of stamp duty or, taxes or, any other charges, if any, 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. 24. Consequently, the petition is allowed and disposed of in the afore ..... X X X X Extracts X X X X X X X X Extracts X X X X
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