2017 (2) TMI 1130

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....ompany') and GrapeCity India Private Limited (hereinafter referred to as 'Transferee Company') seeking sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') of the Transferor Company with the Transferee Company. 2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 3. The Transferor Company was incorporated under the Act on 23.11.1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The Transferee Company was originally incorporated under the Act on 27.11.1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of 'Bunka Orient India Private Limited'. The company changed its name....

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....y enabling further growth and development of the businesses of the said company thus enabling the said company to obtain greater facilities possessed and enjoyed by one large company compared to a small company for raising capital, securing and conducting trade and business on favourable terms and other related benefits. It has further been stated that the proposed amalgamation will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to effect internal economies and optimize productivity. 9. So far as the share exchange ratio is concerned , the Scheme provi....

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....or without modification, the Scheme of Amalgamation. 13. The Petitioner Companies have thereafter filed the present Petition seeking sanction to the scheme. Vide order dated 18.12.2015, notice in the Petition was issued to the Regional Director, Northern Region and the Official Liquidator. Citations were directed to be published in the Delhi Editions of the newspapers, 'Business Standard' (English) and 'Business Standard' (Hindi). An affidavit dated 29.04.2016 has been filed by the Petitioners showing compliance regarding publication of citations on 07.04.2016 in the aforesaid newspapers. 14. Pursuant to the notices issued in the present Petition, the Official Liquidator has filed a report dated 02.05.2016 wherein it has been stated t....

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....on to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme under the provisions of the Act. 19. The Petitioner Companies shall comply with all the statutory requirements in accordance with law.   20. A certified copy of this order, sanctioning the proposed scheme, be filed with the ROC, within thirty (30) days of its receipt. 21. It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or even compliances that may have to be made, as per the mandate of law. 22. Notwithstanding the....