2016 (12) TMI 1563

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....rt 'the Scheme']. As per the Scheme, Amalgamating Company No.1 & 2 shall merge into Amalgamated/De-merged company and the demerger of "Demerged Undertaking i.e. Jim Corbett Undertaking" of Amalgamated/Demerged Company into Resulting Company No.1 and demerger of "Demerged Undertaking i.e. J.R. Recreation Undertaking" of Amalgamated/Demerged Company into Resulting Company No.2. The registered office of the Amalgamated Company, Amalgamating Company No.1 & 2 and Resulting Company No.1 & 2 are situated at Gurgaon, Haryana. The main objects of the Amalgamated Company, Amalgamating Company No.1 & 2 and Resulting Company No.1 & 2 are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexures P-2, P....

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....ry of Corporate Affairs, New Delhi and Official Liquidator. It was also ordered to be published in the newspapers, namely, 'Financial Express' (English) and 'Jansatta' (Hindi) both Delhi/NCR Edition and in the Official Gazette of the Government of Haryana besides being uploaded on the official website of the Official Liquidator. The said order has been complied with and the affidavit of Publication dated 04.11.2016 has been placed on record. The Official Liquidator has filed his report dated 01.11.2016. The Official Liquidator, on the basis of the report of M/s Bhutoria Ganesan & Co. Chartered Accountant, has raised no objection by observing that no affairs of the Company have been conducted, which are prejudicial to the public interest or....

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.... the assets and liabilities relating to Amalgamating Company No.1 & 2 shall stand vested in the Amalgamated/De-merged company and the Amalgamating Company No.1 & 2 shall be dissolved without being wound up, the assets and liabilities relating to "Demerged Undertaking i.e. Jim Corbett Undertaking" of Amalgamated/Demerged Company shall stand vested in the Resulting Company No.1 and the assets and liabilities relating to "Demerged Undertaking i.e. J.R. Recreation Undertaking" of Amalgamated/Demerged Company shall stand vested in Resulting Company No.2. The Petitioner-Companies shall comply with all the applicable Accounting Standards upon sanctioning of the Scheme. The Scheme shall be binding on the Petitioner-Companies, their respective shar....