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2014 (5) TMI 1234
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....ansferor Company No.1), Madhusudan Buildcon Pvt Ltd (Transferor Company No.2), Maruha Trading Pvt Ltd(Transferor Company No.3),Suridhi Infratech Pvt Ltd (Transferor Company No.4), Suridhi Infracon Pvt Ltd((Transferor Company No.5) with Suridhi Retail Pvt Ltd (Transferee Company). (Collectively referred as the Petitioner Companies). A copy of the Scheme has been enclosed with the petition. 2. The registered offices of all the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 3. The details of respective dates of incorporation of the petitioner companies, their authorised, issued, subscribed and paid up capital have been set out in the petition. 4. The copies of the Memorandum and Articles of Asso....
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....ations in the aforesaid newspapers. Copies of the newspaper cuttings containing the publications have also been filed along with the Affidavit of Service. 9. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, learned Official Liquidator has filed his report dated 13th March, 2014, wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies, which are subject matter of dissolution, do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per ....
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.... 12. In response to the aforesaid observations, the Petitioner Transferee Company in the Reply Affidavit dated 23rd May, 2014, has submitted that the entire outstanding Share Application Money of Rs. 40 lac in the Transferor Company No. 2- Madhusudan Buildcon Pvt Ltd has been refunded to the Applicant vide Cheque No. 643005 dated 21st May, 2014. It was submitted that as on date, no Share Application Money is pending in any of the Petitioner Companies. Further, it was clarified that as advised by the learned RD, the corrected copy of the audited annual accounts of the Transferor Company No. 5 for the year ended 31st March, 2012 have been filed with Registrar of Companies vide SRN C03875291 dated 22nd May, 2014 along with requisite filing ....
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....o submitted that where reduction of capital is an integral part of the Scheme of Amalgamation/Arrangement, no separate petition is required to be filed under sections 100 to 104 of Act for such capital reduction. 15. It is submitted that the substantial compliance with the provisions of sections 100 to 104 of the Companies Act, 1956, and the applicable rules of the Companies (Court) Rule, 1959, have already been made with regard to the proposed reduction of share capital on account of cancellation of cross holding of share in the following manner: a. Members of the Transferee Company have considered and unanimously approved the proposed Scheme of Amalgamation and the proposed reduction of capital by passing a Special Resolution ....
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....to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. 20. Certified copy of the formal order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, all the property, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and d....