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2011 (3) TMI 1471 - HC - Companies LawAmalgamation - transferee company is a wholly owned subsidiary of the transferor company - Regional Director submitted that the individual assets and liabilities and values thereof pertaining to "Passive Infrastructure Assets" of the transferor company proposed to be transferred to the transferee company are not mentioned in the Scheme - petitioner companies in their rejoinder stated that the transferee company is 100 per cent subsidiary of the transferor company and that the proposed transfer of the "Passive Infrastructure Assets" is to restructure the holding of assets within the group companies controlled by the transferor company in a more efficient manner consistent with the diverse needs of the business. It has been further submitted that the present Scheme is not a Scheme of Arrangement with respect to the creditors of the companies and none of the creditors of the transferor company are being transferred to the transferee company by way of present Scheme – Held that:- No objection has been received to the Scheme of Arrangement from any other party. approval accorded by the equity shareholders, secured and unsecured creditors of the petitioner companies to the proposed Scheme of Arrangement, and there being no surviving objection to the same by the Regional Director, Northern Region, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. petition is allowed
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