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TMI Blog2015 (5) TMI 281X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor company) with M/s. Sogefi MNR Filtration India Private Limited (hereinafter referred to as the transferee company). 2. The registered office of the petitioner/transferor company is situated at New Delhi, within the jurisdiction of this court. However, the registered office of the transferee company is situated at Bangalore, Karnataka, outside the jurisdiction of this court. Learned counsel for the petitioner submitted that the Scheme of Amalgamation in respect of the transferee company had already been sanctioned by the Karnataka High Court vides order dated 2nd February, 2015 passed in CP No. 210/2014 filed by the transferee company. A copy of the same is placed on record. 3. The petitioner/transferor company was originally inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and other costs associated with the functioning of the companies which are engaged in similar and related businesses, focused operational efforts, rationalization, standardization, and simplification of business processes, productivity improvements, improved procurement and elimination of duplication and rationalization of all administrative costs. 7. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the petitioner/transferor company in the following ratio: "1 (one) equity of Rs. 10/- each of the transferee company for every 24.0205 fully paid up equity shares of Rs. 10/- each held by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and MEUNIDEC at the time of moving second motion petition calling for their objection, if any, to the Scheme. 11. The petitioner/transferor company has thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 15th October, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Statesman' (English) and 'Veer Arjun' (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferor company. 13. In response to the notices issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 28th January, 2015. Relying on Clause 8.1 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 12.1(b) of Part-C of the Scheme, it has been stated that the transferee company shall account for the arrangement in the books of accounts according to Accounting Standard-14 issued by the Institute of Chartered Accountants of India. He ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot 01 equity share of Rs. 10/- each to the shareholders of the petitioner/transferor company holding 24.0205 equity shares of Rs. 10/- each and the fraction, if any, shall be rounded off to the next number. Therefore, in terms of the said share exchange ratio, the transferee company shall issue and allot equity shares amounting to Rs. 53,13,660/- to the shareholders of the transferor company. He, therefore, submits that the increase of Rs. 55,00,000/- in the authorized share capital of the transferee company, as approved in Clause 10.1 of the Scheme of Amalgamation, is sufficient to allot shares to the shareholders of the petitioner/transferor company. In view of the above, the objections raised by the Official Liquidator and the Regional D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th March, 2015 stating that all the objections/observations that had been raised by him earlier now stand adequately addressed and that he has no further objection in the matter. In view of the above, nothing survives so far as the objection of the Regional Director, Northern Region is concerned. 18. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner company, in the affidavit dated 24th January, 2015 of Sh. Samar Bansal, Advocate of the petitioner company, has submitted that no objection has been received from any creditor or other party pursuant to the citations published in the newspapers on 7th & 8th November, 2014. No objections are also stated to have been received from the unsecured cred ..... X X X X Extracts X X X X X X X X Extracts X X X X
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