TaxTMI 
TaxTMI 
2000 (11) TMI 1112
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....eror-company) with Kuoni Travel (India) Ltd. (transferee-company) whereby the entire undertaking of the transferor-company with all its assets and liabilities is proposed to be transferred to and vested in the transferee-company on the terms and conditions and in the manner stated in the scheme. A copy of the scheme is annexed to the petition. 2. According to the averments in the petition, the petitioner-company was incorporated on 26-3-1963. The registered office of the petitioner-company is situated at F-12, Connaught Place, New Delhi, within the territorial jurisdiction of the Delhi High Court. The main objects of the company as set out in the memorandum and articles of association have been stated in the petition. A copy of the memor....
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....accommodation, etc. The financial position of the transferee-company as on 31-3-1999 is briefly stated in the petition. A copy of the audited balance sheet of the company is also annexed to the petition. 4. According to the petitioner, the scheme will result in economies of scale including reduction in overhead expenses and more productivity. The business of transferor and transferee-companies can be carried on more economically and profitably, if the scheme is implemented. It would result in integrated operations and shall have the advantages of combined resources of the two companies and shall rationalise the management structure. The scheme will be beneficial for the companies, their shareholders, the employees, creditors and all conc....
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.... not adversely affect the rights of any of the creditors of the transferor-company or the transferee-company in any manner. It is also stated that due provisions have been made for payment of all liabilities as and when the same will fall due. It is also stated that there are no proceedings pending against the petitioner-company under sections 235 to 251 of the Act. It is further stated that no director of the transferor and the transferee-company has any interest in the scheme of amalgamation. According to the petitioner, no one will be prejudiced if the proposed scheme of amalgamation is sanctioned by this court. It is also stated that the transferee-company has moved the High Court of Bombay for sanction of the scheme. 8. Notice of th....
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....erms. Order under section 394 12. The above petition coming on for hearing on 7-11-2000 upon reading the said petition, the orders dated 24-5-2000 and 6-7-2000 whereby the meeting of the shareholders of the petitioner-company was dispensed with and it was ordered only to convene meetings of its secured and unsecured creditors for the purpose of considering and if thought fit, approving, with or without modification, the scheme of amalgamation proposed to be made between Sita World Travel (India) Ltd. and Kuoni Travel (India) Ltd. annexed to the affidavit of Shri Mukesh Kumar Jain, the Authorised Signatory/Company Secretary of the petitioner-company filed on 20-5-2000 and the newspapers, namely (1) Statesman (English) and (2) Veer Arju....
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....e I annexed hereto as Annexure 'A' and doth hereby declare the same to be binding on all the shareholders and creditors of the transferor-company and transferee-company and all concerned subject to sanction of scheme of amalgamation by the High Court of Bombay and doth approve the said scheme of amalgamation from the appointed date, i.e., 1-4-2000 (as mentioned in scheme). 14. This court doth further order : 1. That all the property, rights and powers of the transferor-company specified in the first, second and third parts of the Schedule II annexed hereto marked as Annexure 'B' and all other property, rights and powers of the transferor-company be transferred without further act or deed to the transferee-company and, accordingly, the....