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2015 (5) TMI 157 - DELHI HIGH COURT

2015 (5) TMI 157 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation under Sections 391(1) to 394 read with Section 100 of the Companies Act, 1956 - Regional director observation regarding appointment date duly addressed - Held that:- Although the Regional Director in his report has not raised any objection to the proposed Scheme, but he has pointed out that while the companies have filed their balance sheets upto 31st March, 2014, the proposed appointed date of the Scheme is 1st A .....

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2014, there have been no material change in the financial position of the companies. He has further submitted that the petitioner companies shall file their balance sheet as on 31st March, 2015 and shall also file their Schedule of Properties as on 31st March, 2015, which will become a part of the Formal Order required to be filed with the Registrar of Companies. He also undertakes to inform the Court if there is any material change in the financial or other affairs in the companies. In view of .....

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tion is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. - Application for scheme of amalgamation approved. - COMPANY PETITION NO. 817/2014 - Dated:- 23-4-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Ashish Middha For the Regional Director : Mr. Atma Sah, Assistant Registrar of Companies Sudershan Kumar Misra, J. 1. This joint petition has be .....

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erred to as the transferor company no. 4); Laurel Real Estates Private Limited (hereinafter referred to as the transferor company no. 5); A to Z Infratech Private Limited (hereinafter referred to as the transferor company no. 6); RC Properties Private Limited (hereinafter referred to as the transferor company no. 7); AC Infratech Private Limited (hereinafter referred to as the transferor company no. 8); Ultimate Enterprises Private Limited (hereinafter referred to as the transferor company no. 9 .....

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ate Limited (hereinafter referred to as 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. The transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 4th August, 2003 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Vendee Flexipack Private Limited. The company changed its name to Vendee Builders Private .....

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3 was originally incorporated under the Companies Act, 1956 on 9th September, 1998 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Holofix India Private Limited. The company changed its name to Holofix Urban Infrastructure Private Limited and obtained the fresh certificate of incorporation on 1st June, 2007. 6. The transferor company no. 4 was incorporated under the Companies Act, 1956 on 22nd February, 2008 with the Registrar of Companies, NC .....

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t, 1956 on 28th January, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 28th January, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 10. The transferor company no. 8 was incorporated under the Companies Act, 1956 on 28th January, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 11. The transferor company no. 9 was original .....

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Delhi & Haryana at New Delhi. 13. The transferor company no. 11 was incorporated under the Companies Act, 1956 on 9th April, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 14. The transferor company no. 12 was incorporated under the Companies Act, 1956 on 16th December, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 15. The transferor company no. 13 was incorporated under the Companies Act, 1956 on 12th September, 2011 with the .....

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,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. 19. The present authorized share capital of the transferor company no.2 is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares o .....

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and paid-up share capital of the company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. 22. The present authorized share capital of the transferor company no.5 is ₹ 1,07,00,000/- divided into 1,07,00,000 equity shares of ₹ 1/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,01,90,000/- divided into 1,01,90,000 equity shares of ₹ 1/- each. 23. The present authorized share capital of the transferor company no.6 .....

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₹ 10/- each. 25. The present authorized share capital of the transferor company no.8 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 6,00,000/- divided into 60,000 equity shares of ₹ 10/- each. 26. The present authorized share capital of the transferor company no.9 is ₹ 6,00,00,000/- divided into 2,25,000 non-cumulative preference shares of ₹ 100/- each aggregating .....

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00/- divided into 1,00,000 equity shares of ₹ 10/- each. 28. The present authorized share capital of the transferor company no.11 is ₹ 5,00,00,000/- divided into 50,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. 29. The present authorized share capital of the transferor company no.12 is ₹ 50,00,000/- divided into 5,00,000 equity shares of .....

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the transferor company no.14 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 32. The present authorized share capital of the transferee company is ₹ 1,00,00,000/- divided into 1,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 55,80,000/- divided i .....

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tures of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is claimed that the proposed amalgamation will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to effect internal economies and optimize productivity. It is further claimed that the Scheme will enable the .....

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8377; 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 1. 89 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 2. 62 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor .....

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#8377; 10/- each held in the transferor company no. 6. 33,566 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 7. 37,908 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 8. 24 equity shares of ₹ 100/- each of the transferee company credited as fu .....

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f the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 12. 01 equity share of ₹ 100/- each of the transferee company credited as fully paid up for every 5000 equity shares of ₹ 10/- each held in the transferor company no. 13. 01 equity share of ₹ 100/- each of the transferee company credited as fully paid up for every 5000 equity shares of ₹ 10/- each held in the transferor company no. 14. 36 .....

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on record. 38. The petitioner companies had earlier filed CA (M) No. 170/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 17th December, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured credi .....

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itations were also directed to be published in 'Business Standard' (English) and (Hindi) editions. The petitioners have filed an affidavit showing compliance regarding publication of citations in the aforesaid newspapers on 31st January, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 40. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information rece .....

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he notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 18th March, 2015. Relying on Clause 10 of Part-III of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor companies shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 13.8 of Part-III of the Sch .....

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t the process of winding up. 42. Although the Regional Director in his report has not raised any objection to the proposed Scheme, but he has pointed out that while the companies have filed their balance sheets upto 31st March, 2014, the proposed appointed date of the Scheme is 1st April, 2015, i.e. after nearly one year, therefore, there is uncertainty with regard to the status of the assets and liabilities that would ultimately stand transferred under the proposed Scheme. In reply to aforesaid .....

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eir Schedule of Properties as on 31st March, 2015, which will become a part of the Formal Order required to be filed with the Registrar of Companies. He also undertakes to inform the Court if there is any material change in the financial or other affairs in the companies. In view of the above, the observation raised by the Regional Director stands satisfied. 43. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 19t .....

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