2017 (2) TMI 80

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.... referred to as 'Transferor Company') and HaskoningDHV Consulting Private Limited (hereinafter referred to as 'Transferee Company'), seeking sanction of this Court to the proposed scheme of Amalgamation (hereinafter referred to as 'proposed scheme') between the Transferor Company and the Transferee Company. 2. The Transferor Company and the Transferee Company are hereinafter collectively referred to as 'Petitioner Companies'. 3. The registered offices of the Petitioner Companies are situated at Delhi, within the jurisdiction of this court. 4. The Transferor Company was incorporated under the provisions of the Act, vide certificate of incorporation dated 26.05.1998, under the name and style of 'HASKONING INDIA PRIVATE LIMITED'. Ther....

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....l balance sheets as on 30.10.2015, of the Petitioner Companies, have also been placed on record. 7. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and detailed in the present petition. It is stated on behalf of the Petitioner Companies that the proposed scheme will result in focused approach towards customers as collective services shall be rendered by a single consolidated entity; reduction of operating/administrative costs, thereby improving overall profitability; reduction in number of legal entities and regulatory compliances thereof; and pooling of financial resources in a single consolidated entity for effective treasury function and centralised management of funds to....

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.... convening and holding the meetings of the equity shareholders and unsecured creditors of the Petitioner Companies, there being no secured creditors of the Petitioner Companies, to consider and, if thought fit, approve, with or without modification, the proposed scheme. 11. The Petitioner Companies have thereafter filed the present petition seeking sanction to the proposed scheme. Vide order dated 21.03.2016, notice in the present petition was directed to be issued to the Regional Director, Northern Region; and the Official Liquidator. Further, notice of hearing was directed to be published in the newspapers, namely, 'Financial Express' (English) and 'Jansatta' (Hindi); and uploaded on the website of the Petitioner Companies, OL ....

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.... affidavit dated 22.08.2016, has stated that neither the petitioner companies nor their counsel have received any objection to the proposed scheme pursuant to publication of citations in the newspapers on 01.04.2016. 15. In view of the above and considering the approval accorded by the equity shareholders and creditors of the Petitioner Companies to the proposed scheme; the affidavit filed by the Regional Director, Northern Region and the report filed by the Official Liquidator, not raising any objection to the proposed scheme, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner Companies will comply with the statutory requireme....