TMI Blog2015 (5) TMI 195X X X X Extracts X X X X X X X X Extracts X X X X ..... , it has been stated that the transferee company shall account the amalgamation of the transferor company as per pooling of interest method as set out in Accounting Standards-14. He further submitted that in Clause 13 of Part-C of the Scheme, it has been stated that upon this scheme becoming effective, the transferor company shall stand dissolved without the process of winding up. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner/transferee company, in the affidavit dated 3rd March, 2015 of Mr. Dhritiman Bhattacharyya, Counsel of the petitioner/transferee company, has submitted that they have not received any objection pursuant to the citations published in the newspapers on 31st December, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... High Court of Punjab Haryana at Chandigarh for sanction of the Scheme of Amalgamation. 3. The petitioner/transferee company was originally incorporated under the Companies Act, 1956 on 6th June, 1995 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Spectral Diagnostics Private Limited. The company changed its name to Inverness Medical India Private Limited and obtained the fresh certificate of incorporation on 28th May, 2008. The company again changed its name to Alere Medical Private Limited and obtained the fresh certificate of incorporation on 25th March, 2010. 4. The present authorized share capital of the petitioner/transferee company is ₹ 1,00,00,00,000/- divided into 10,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor company in the following ratio: 10 equity shares of ₹ 10/- each fully paid up of the transferee company for every 29 equity shares of ₹ 10/- each fully paid up held in the transferor company. 8. It has been submitted by the petitioner that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner/transferee company. 9. The Board of Directors of the transferor company and the petitioner/transferee company in their separate meetings held on 5th September, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor company and the petitioner/transferee company have be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd March, 2015. Relying on Clause 9.1 of Part-C of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 6.2 of Part-B of the Scheme, it has been stated that the transferee company shall account the amalgamation of the transferor company as per pooling of interest method as set out in Accounting Standards-14. He further submitted that in Clause 13 of Part-C of the Scheme, it has been stated that upon this scheme becomin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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