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2015 (5) TMI 877 - HC - Companies LawApplication for Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 - Official Liquidator's observations regarding issuance of shares at a premium of ₹ 9370/-, disputed sales tax & Excise duty liabilities, Default in payment of TDS duly addressed - Held that:- In reply to the first observation made by the Official Liquidator, the petitioner companies in their reply dated 11th March, 2015 have submitted that the valuation report prepared by SMC Capitals Limited has recommended the share swap ratio of 8:100 based on the value per share of the transferor company and the transferee company i.e. ₹ 748.20 per share and ₹ 9,380/- per share for the transferor company and the transferee company respectively, thus, reflecting the fair price per share of the transferee company i.e. ₹ 9,380/- per share (including a premium of ₹ 9,370/- per share over the face value of ₹ 10/- per share). In reply to the second observation made by the Official Liquidator in para 14 of his report, the petitioners, while referring to Para 9 of the Scheme, have undertaken that post the Scheme becoming effective, all the pending proceedings of the transferor company shall not abate or be discontinued and instead the same shall continue in the name of the transferee company. The aforesaid undertaking is accepted and the petitioner shall remain bound by the same. In view of the aforesaid, the observations made by the Official Liquidator stand satisfied. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavits dated 11th March, 2015 of Mr. Rajesh Bansal and Mr. Saurabh Bansal, authorized signatory of the transferor and transferee companies respectively, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 16th January, 2015. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region, and the Official Liquidator not raising any objection 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. - Application for Scheme of Amalgamation approved.
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