9911796707
TMI Blog2008 (5) TMI 404X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. The proposed scheme of amalgamation has been filed along with the present petition and the same has been perused by this Court. 3. The transferor-company was incorporated under the Companies Act, 1956 as a Private Limited Company vide Certificate of Incorporation No. 21-64771 dated 29-8-1994 issued by the Registrar of Companies, West Bengal at Kolkata. The registered office of the company was shifted from the State of West Bengal to the NCT of Delhi as approved by the Company Law Board, Eastern Region Bench, Kolkata vide its order dated 28-11-2007. The transferor-company is engaged in the business of investments and is dealing in shares and other securities, provide loans and advances and carry on other related activities. 4. The auth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... While allowing the said application, the requirement of conducting the statutory meeting by the equity shareholders of the transferor-company and the transferee-com-pany was dispensed with on the ground that they had already consented to the proposed scheme of amalgamation and their consent in this regard was filed along with the above-mentioned application. The convening and holding of meeting by the secured and unsecured creditors of the transferor-company and the transferee-company was also dispensed with vide order passed on 4-2-2008 in Co. A. (M) No. 18/2008 as there are no secured or unsecured creditors in these companies. 8. After the present petition was filed, this Court vide its order passed on 15-2-2008 had directed issuance of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, appearing as representative of the Regional Director (Northern Region) have submitted that they have no objection in case the proposed scheme of amalgamation, which provide for amalgamation of the transferor-company with the transferee-company, is approved by this Court. 12. Para 7 of the proposed scheme of amalgamation contains a provision for protecting the employees of the transferor-company on its roll by providing that all the employees of the transferor-company on its roll on the effective date would become the employees of the transferee-company with all benefits including benefit of continuity of service on same terms applicable to them on such date. This Court is of the opinion that no prejudice is likely to be caused to the em ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferee-com-pany would further create economies in administrative and managerial costs by consolidating operations and is likely to reduce substantial duplication of administrative responsibility and multiplicity of records and legal and regulatory compliances and thereby provide effective management and unified control of operations. 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. 16. In view of the above and having regard to the facts and circumstances of the case there does not appear to be any legal impediment in sanctioning the proposed scheme of amalgamation. Consequently, sanction is hereby granted to the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
