TMI Blog2008 (4) TMI 507X X X X Extracts X X X X X X X X Extracts X X X X ..... accordance with law in regard to increase in the share capital of the transferee company. Upon sanction becoming effective and from the appointed date, the transferor company shall stand dissolved without its formal winding up. - C.P. NO. 23 OF 2006 - - - Dated:- 28-4-2008 - S.N. AGGARWAL, J. Vikrant Rohilla for the Petitioner. Rakesh Khanna for the Applicant. Ms. Manisha Tyagi for the Official Liquidator. R.D. Kashyap Dy. ROC in Person. ORDER 1. Webneuron Services Ltd. ( the transferor company ) has filed this petition under sections 391(2) and 394 of the Companies Act, 1956 seeking approval to the scheme of the amalgamation with Monster.com (India) (P.) Ltd. ( the transferee company ). 2. The transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en perused by me. 5. The transferor company had earlier filed an application being Company Application (M) No. 10/2006 for dispensing with the requirement of convening and holding of meeting by the equity shareholders, secured and unsecured creditors of the transferor company. This application was allowed by this Court vide its order passed on 10-1-2006. The transferor company was exempted from convening and holding the statutory meetings of its equity shareholders because they have already given their consent to the proposed scheme of amalgamation. 6. Vide order passed by this Court on 23-1-2006, notices of the present petition were directed to be issued to the Official Liquidator and also to the Regional Director (Northern Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Court was appraised that the transferor company has filed a civil suit against the ex-workman Mr. Rajiv Puri for recovery of certain dues recoverable from him and in the said recovery suit, the ex-workman Mr. Rajiv Puri has also filed a counter claim. The suit as well as the counter claim of the ex-workman is admittedly pending adjudication before the trial court. The transferor company in order to show its bona fide on the asking of the Court has deposited an amount of Rs. 4,48,040 with the Registrar General of this Court on 22-4-2008 so that in case the ex-workman is found entitled to the said amount, he may get it with interest without any difficulty or anticipated delay. The Registrar General is directed that he should keep the sai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company as well as to make a claim with reference to the rights on behalf of the transferor company. The employees of the transferor company would become the employees of the transferee company from the appointed date without affecting the terms and conditions of their services they were enjoying as on the appointed date, in any manner. The scheme of amalgamation also provides that on approval of the said scheme and its becoming effective, the transferor company shall stand dissolved without winding up and all the shareholders of the transferor company would get allotted one equity share of Rs. 10 each for every one equity share of Rs. 10 held as on the appointed date. 10. In view of the above and having regard to the facts and circumst ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
