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TMI Blog2014 (5) TMI 1234X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Petition allowed. - HON'BLE MR. JUSTICE SANJEEV SACHDEVA For the Appellant : Mr Rajeev K Goel, Advocate for the Petitioners, Mr. Atma Sah, Assistant Registrar of Companies for the Regional Director For the Respondent : Mr.S.B Gautam, official Liquidator. ORDER SANJEEV SACHDEVA, J (ORAL) CO.PET. 43/2014 CA 620/2014 in CP 43/2014 1. This second motion joint Petition has been filed under sections 391 to 394 of the Companies Act, 1956 ( ACT ) seeking sanction to the Scheme of Amalgamation of Drive Fast Holdings Pvt Ltd (Transferor Company No.1), Madhusudan Buildcon Pvt Ltd (Transferor Company No.2), Maruha Trading Pvt Ltd(Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of Amalgamation. Vide order dated 21st January, 2014, notice of the Petition was directed to be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator attached with this Court. Citations were also directed to be published in Business Standard‟ (English, Delhi Edition) and Dainik Bhaskar (Hindi, Delhi Edition). Affidavit of Service and Publication has 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 newspapers. Copies of the newspaper cuttings containing the publications have also been filed along with the Aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , some typographical error were noticed in point no. 1 of the Notes to Accounts relating to the break-up of assets, liabilities and reserves of an earlier merger which had taken place in the petitioner Transferor Company No. 5. Since the main Balance Sheet of the Petitioner Transferor Company No. 5 reflects the correct amount, the said typographical error has no impact on the Scheme of Amalgamation, in valuation or in determination of shares exchange ratio. Petitioner Transferor Company No. 5 may be asked to file corrected Balance Sheet of the Company for the year ended 31.3.2012. 12. In response to the aforesaid observations, the Petitioner Transferee Company in the Reply Affidavit dated 23rd May, 2014, has submitted that the entire outsta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arrangement involves a reduction of capital of the company, the procedure prescribed by the Act and the Companies (Court) Rules relating to the reduction of capital, and the requirements of the Act and the Rules in relation thereto, shall be complied with, before the compromise or arrangement so far as it relates to reduction of capital, is sanctioned. Mr Goel submitted that Rule 85 only provides for compliance with relevant provisions with regard to the reduction of capital. Rule 85 does not provide for filing of separate petition under sections 100 to 104 of Act. He also submitted that where reduction of capital is an integral part of the Scheme of Amalgamation/Arrangement, no separate petition is required to be filed under sections 100 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is allowed. 18. No objection has been received to the Scheme of Amalgamation from any other party. Mr Jatin Madaan, Director of the Transferee Company has filed an affidavit confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers. 19. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation unde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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