IN RE Vs. SITQ INDIA PRIVATE LIMITED

JUDGEMENT

(1.) THIS Second Motion petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (for short 'Act') jointly by the Transferor and Transferee Companies seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of CDP Real Estate Advisory Private Limited (the Transferor Company) with SITQ India Private Limited (the Transferee Company).

(2.) THE registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court.

(3.) IN response to the notices issued in the Petition, the Regional Director (Northern Region), Ministry of Corporate Affairs has filed his Affidavit dated January 16, 2012. Relying on Clause 10.1 of the Scheme, he has stated that all the employees of the Transferor Company shall become the employees of Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. The Regional Director in para 4 of his Affidavit dated January 16, 2012 has raised concerns regarding the Transferor Company's buy- back of 10,000 shares at par in the year 2009 while having allotted 93,906 equity shares of Rs 10/- each to 9197-6431 Quebec INc., Canada and 1 equity share of Rs 10/- each to SITQ Mauritius Advisory Services, Mauritius, at a premium of Rs 253/- per share.