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2016 (2) TMI 1318

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....ner no.2), Jivitesh Sugars Private Limited (i.e. the transferor company no. 3/petitioner no.3), Parashar Sugars Private Limited (i.e. transferor company no. 4/petitioner no. 4), Ritesh Vyapar Private Limited (i.e. transferor company no. 5/petitioner no. 5), Hindon Projects Private Limited (i.e. transferor company no. 6/petitioner no. 6) and Ojus Industries Private Limited (i.e. the transferee company/petitioner no.7) under Section 391 and 394 of the Companies Act 1956 (in short the 1956 Act), to seek sanction of the Scheme of Amalgamation (hereafter referred to as, scheme). A copy of the scheme is enclosed with the petition. 2. The transferor companies and transferee company, as referred to above, will hereafter be collectively referred to....

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.... been set out in paragraphs 2, 5, 8, 11, 14, 17 and 20 respectively, of the petition. 7. The copies of Memorandum and Articles of Association as well as the profit and loss accounts and the Balance Sheets, of an even date i.e. 31.03.2014, have been filed with the petition. 8. The copies of Board of Directors' (BOD) resolution of the petitioners of even date i.e. 11.06.2015, approving the scheme, have been filed with the petition. 9. The petitioners have averred that there are no proceedings pending under Section 235 to 251 of the Act. 10. To recapitulate, the petitioners had earlier filed an application (i.e. the first motion application) being: CA No. (M) 14/2015, whereby, a prayer had been made for dispensing with, the requirement of ....

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....hing publication of citation along with the newspaper extracts, has been filed by the petitioners. 11.2 Further, petitioners have averred by way of an affidavit dated 14.01.2016, that subsequent to the publication of the notice of the petition, they have no received any objection or complaint to the scheme. 12. Pursuant thereto, affidavit has been filed by the RD under Section 394A of the 1956 Act. In the affidavit, the RD relied upon the general circular bearing no. 53/2011, dated 26.07.2011 and, circular bearing no. 1/2014, dated 15.01.2014. Based on the aforementioned circulars, as per the affidavit of R.D., communications were sent to the Registrar of Companies  (ROC) and the Income Tax Department (I.T. Department) seeking their ....

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....n such date without any break or interruption in service and on terms and conditions as to remuneration not less favorable than those subsisting with reference to the transferor companies, as on the said date. 16. In terms of the provisions of Section 391 and 394 of the Act, and in terms of the scheme the entire undertaking, properties, rights and powers of the transferor companies, will stand transferred to and/or vest in transferee company, without any further act or deed. Similarly, in terms of the scheme, all liabilities and duties of the transferor companies shall stand transferred to transferee company, without any further act or deed. 17. Furthermore, as per clause 4.12 of the scheme, the transferor companies shall stand dissolved ....