2012 (10) TMI 916

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....y- Uppal Sons Holdings Private Limited with the Transferee Company- Uppal Housing Private Limited. 2. The registered office of the Petitioner Transferor Company and the Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of the Transferor Company and the Transferee Company, their authorised, issued, subscribed and paid up share capital have been given in the Petition. 4. Copies of the Memorandum & Articles of Association, as well as, the latest Audited Annual Accounts as on March 31, 2011 of the Transferor Company and the Transferee Company have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors o....

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....nt of convening their meeting did not arise. 9. The Transferee Company had filed Company Application (M) No. 69 of 2012 under Section 391 (1), 392, 393 and 394 of the Companies Act, 1956 seeking approval of the Scheme of Amalgamation & Arrangement along with the Application seeking dispensation with the requirements of calling and holding meetings of equity shareholders, secured creditors and unsecured creditors of the Transferee Company, as the same had already consented in writing to the proposed scheme of Arrangement. This Court had, vide its order dated 26.04.2012, dispensed with the requirement of calling and holding of meetings of equity shareholders, secured creditors and unsecured creditors of the Transferee Company. 10. Th....

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.... the Institute of Chartered Accountants of India. (c) the Transferee Company may be asked to follow the procedure prescribed under the Companies Act, 1956 for alteration of its Memorandum of Association. 13. The Petitioner Companies have filed an affidavit dated 09.10.2012, in response to the observations of the Regional Director made in his affidavit, stating as follows: (a) That the Transferor Company does not have any employee, and accordingly, no clause has been included in the scheme with respect to transfer of employees of the Transferor Company to the Transferee Company.   (b) That the scheme has been prepared in compliance with the Accounting Standard - 14 mentioned hereinabove. Post merger, accounting aspects as sp....