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2016 (5) TMI 1618

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..... the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. Petition allowed.
SUDERSHAN KUMAR MISRA, J. For the Appellant : Mr. Rajeev K. Goel, Advocate for the petitioners For the Respondent : Ms. Aparna Mudiam, Asstt. Registrar of Companies for the Regional Director ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of th .....

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..... 10/- each including 2,36,588 equity shares which were forfeited. The paid-up share capital of the company is Rs.85,56,563 divided into 7,36,834 equity shares of Rs.10/- each, fully paid up, aggregating to Rs.73,68,340/-; 315 equity shares of Rs.10/- each, partly paid up to the extent of Rs.7.50/- per share, aggregating to Rs.2363/-; 584 equity shares of Rs.10/- each, partly paid up to the extent of Rs.5/- per share, aggregating to Rs.2,920/-; and Rs.11,82,940/- being amount paid on 2,36,588 equity shares which were forfeited due to non-payment of call money. 8. The present authorized share capital of the transferee company is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capita .....

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..... hall issue and allot equity shares to the shareholders of the transferor companies in the following ratio:- "785 equity shares of Rs.10/- each of the transferee company, credited as fully paid up, for every 200 equity shares of Rs.10/- held in the transferor company no. 1." "96 equity shares of Rs.10/- each of the transferee company, credited as fully or partly paid up, for every 100 equity shares of Rs.10/- held in the transferor company no. 2. In case of partly paid shares in the transferor company no. 2, the transferee company will issue equity shares credited as partly paid up to the same extent as in the transferor company no. 2 as on the record date." 12. It has been submitted by the petitioners that no proceedings under Sections .....

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..... atta' (Hindi) editions. Affidavit of service has been filed by the petitioners showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 24th October, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 16. 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 10th March, 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 Sch .....

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..... ion under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order 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 companies no 1 & 2 shall stand dissolved without undergoing the process of winding up. 20. Learned counsel for the Official Liquidator prays that costs of at least Rs.1,00,000/- should be paid by the petitioners keeping in view the fact that th .....

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