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TaxTMI 
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TaxTMI 
2016 (2) TMI 1043
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....ter referred to as 'the Scheme') between the Demerged Company and the Resulting Company. 2. The registered offices of each of the Petitioner Companies are situated at Delhi, within the jurisdiction of this Court. 3. The Demerged Company was incorporated and a certificate in this behalf was issued on 04.05.2005 by the Registrar of Companies, NCT of Delhi and Haryana at New Delhi, under the Act, in the name and style of 'Devpriya Fibres Private Limited'. Thereafter, the name of the Demerged Company was changed to its present name and a fresh certificate in this behalf was issued on 10.04.2015 by the Registrar of Companies, NCT of Delhi and Haryana. 4. The Resulting Company was incorporated under the Act vide certificate of incorporation da....
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.... of the Act (or corresponding provisions of the Companies Act, 2013) are pending against the latter as on the date of institution of the present petition. 9. It has further been stated on behalf of the Petitioner Companies that the scheme has been approved by their respective Board of Directors (BOD). Copies of the resolutions dated 25.06.2015 of the Petitioner Companies, whereby the scheme has been approved have been filed with the present petition. 10. A copy of the Scheme has been enclosed with the petition and its salient features have been incorporated in the petition. It has been stated that the transfer and vesting of the Demerged Undertaking (as defined in the scheme) into the resulting company would aid in the following: a. Focu....
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....e Demerged Company on 15.03.2016. 13. The report of the Chairperson came to be filed on 22.03.2016 whereby it has been stated that the Scheme has been unanimously approved by the unsecured creditors of the Demerged Company, in their meeting held on 15.03.2016. 14. Thereafter, the present petition came to be filed by the Petitioner Companies. Notice in the present petition was issued to the Regional Director and the Registrar of Companies vide order dated 09.05.2016. Further, this Court by way of the said order dated 09.05.2016 directed that the citations be published in the Delhi editions of 'Business Standard' (English Edition) and 'Business Standard' (Hindi Edition). 15. An affidavit dated 31.08.2016 has been filed by the Petitioner Co....
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....irector, the Demerged Company has filed a reply-affidavit dated 18.11.2016, wherein inter alia it has been averred as follows: a) The Demerged Company has undertaken to comply with the applicable accounting standards with respect to the retirement benefits of the employees of the Demerged Company. b) A copy of the Chairperson's report dated 22.03.2016, qua the meeting of the unsecured creditors held on 15.03.2016 has been served upon the office of the Regional Director on 16.11.2016. 18. In reply to the observations made by the Regional Director, the Resulting Company has also a reply-affidavit dated 18.11.2016, wherein inter alia it has been averred as follows: a) With respect to the increase of the share capital of the Resultin....
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....aised by way of the representation/affidavit filed by the Regional Director have been satisfied, there appears to be no impediment to grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme the provisions of sections 391 to 394 of the Act. 22. The Petitioner Companies shall comply with all the statutory requirements in accordance with law. 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 proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. 24. It is made....