2017 (1) TMI 636

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...., 1956 (hereinafter referred to as 'the Act') for approval of the Scheme of Arrangement (hereinafter referred to as 'the Scheme') between the Demerged Company and the Resultant company. 2. The Demerged Company and the Resultant Company have been hereinafter jointly referred to as 'the Petitioner Companies'. 3. The registered offices of the Petitioner Companies are situated in the National Capital Territory of Delhi, and therefore, this Court has the necessary jurisdiction to adjudicate the present petition. 4. The Demerged Company was incorporated under the Act on 22.08.1988 with the Registrar of Companies, Delhi & Haryana at New Delhi. 5. The Resultant Company was incorporated under the Companies Act, 2013 on 07.10.2015 with th....

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.... pertaining to the Demerged Company, have also been duly filed by Company and the same are on record. It has been submitted on behalf of the Petitioner Companies that the Resultant Company has been incorporated on 7th October, 2015, for the purpose of the De-merger and yet to prepare its first audited accounts. 11. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and set out in detail in the Petition. It has been stated on behalf of the Petitioner Companies that the de-merger will enable the Demerged and Resulting Companies to decide on the financial and other resources suitable for their respective businesses; it will provide scope for independent expansion witho....

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....ompanies and the Regional Director, Northern Region as well as publication of citations in the newspapers has been filed and the same is on record. 16. Further, in response to the notices issued in the Petition, the Regional Director, Northern Region, Ministry of Corporate Affairs, filed his affidavit dated 30.11.2016 wherein, inter alia, it has been stated that he has no objection to the sanction of the Scheme subject to the observations made in paragraph no. 8 of the said affidavit. The said paragraph has been extracted hereinbelow: "That the Deponent states that the Petitioner Companies have vide para 35 of the reply stated that the present authorized capital of the Resultant Company is not sufficient to accommodate issue of ....

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.... to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under section 391(2) and 394; 100 to 104 of the Companies Act, 1956. The Petitioner Companies will however, comply with the statutory requirements in accordance with law. 21. A certified copy of the order, sanctioning the scheme, be filed with the ROC within thirty (30) day of its receipt. 22. Resultantly, it is hereby directed that the Petitioner Companies will comply with all the provisions of the Scheme. 23. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of ....