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2015 (5) TMI 369 - DELHI HIGH COURT

2015 (5) TMI 369 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956 - Observations of Official Liquidator and Regional Director duly addressed - Held that:- The Regional Director in Para 10 of his report has, however, submitted that as per the Memorandum of Association of the transferee company, the main objects of the transferee company are to carry on and undertake the business of financing, leasing, and hire purchase etc., whe .....

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nt companies have moved a petition before the High Court of Delhi for the purpose of approval of the Scheme of Amalgamation and also categorically mentioned that in case the RBI has any observations/comments, the same may be communicated to the Regional Director within 15 days of the submission of the said letter. The Regional Director, however, confirmed that he has not received any observations/comments from the RBI till the date of filing of his report. In view of the above, the observation r .....

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than the minimum statutory requirement of ₹ 1,00,000/-. He, however, submitted that the transferee company has given an undertaking that the transferee company shall increase its paid up share capital so that the post merger share capital of the company be more than the minimum paid up share capital as per the provisions of the Companies Act, 2013. In view of the above, the observation raised by the Official Liquidator does not subsist.

No objection has been received to the Sche .....

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ector, Northern Region, and the Official Liquidator not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. - Application for scheme of amalgamation approved. - COMPANY PETITION NO. 738/2014 - Dated:- 17-3-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. P. K. Mitta .....

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rdhari Fin-Lease Private 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 7th December, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Vee Kay Canpack Private Limited. The company changed its name to M .....

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ary, 2011. 5. The transferee company was incorporated under the Companies Act, 1956 on 26th April, 1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 6. The present authorized share capital of the transferor company no.1 is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 3,00,000/- divided into 30,000 equity shares of ₹ 10/- each fully paid-up. 7. The present au .....

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s ₹ 55,02,000/- divided into 5,50,200 equity shares of ₹ 10/- each fully paid-up. 9. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 149/2014, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 10. A copy of the Scheme of Amalgamation .....

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uirements for further growth of business activities. 11. 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 transferor company nos. 1 & 2 in the following ratio: 01 equity share of ₹ 10/- each of the transferee company, credited as fully paid up, for every 04 equity shares of ₹ 10/- each held by the shareholders in the transferor co .....

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ctober, 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 and transferee companies had been placed on record in CA(M) 149/2014. 14. The petitioner companies had earlier filed CA (M) No. 149/2014 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 sanc .....

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petition seeking sanction of the Scheme of Amalgamation. Vide order dated 26th November, 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. The petitioners have filed the affidavit showing publication of citations in the aforesaid newspapers on 25th December, 2014. Copies of the newspaper clippings co .....

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no. 1 & 2 do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. However, in Para 17 of his report, the Official Liquidator has submitted that in consequence of amalgamation, the share capital of the transferee company will be reduced to the extent of shareholding of transferor companies which is 99.96% shareholding in the transferee company. Accordingly, .....

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provisions of the Companies Act, 2013. In view of the above, the observation raised by the Official Liquidator does not subsist. 17. 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 18th February, 2015. Relying on Clause 9 of Part-III of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor companies no. 1 & 2 shall b .....

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Clause 21.2 of Part-III of the Scheme, it has been stated that upon this scheme becoming effective, the transferor companies no. 1 & 2 shall stand dissolved without the process of winding up. 18. The Regional Director in Para 10 of his report has, however, submitted that as per the Memorandum of Association of the transferee company, the main objects of the transferee company are to carry on and undertake the business of financing, leasing, and hire purchase etc., whereas there is no mention .....

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