9911796707
TMI Blog2015 (5) TMI 693X X X X Extracts X X X X X X X X Extracts X X X X ..... ithin the jurisdiction of this court. 3. The amalgamated company was originally incorporated under the Companies Act, 1956 on 2nd December, 1981 with the Registrar of Companies, Punjab, H.P. and Chandigarh under the name and style of Pace Education Private Limited. Thereafter, the word 'Private' was deleted from the name of the company w.e.f. 27th October, 1988. The company changed its name to NIIT Limited and obtained the fresh certificate of incorporation on 16th November, 1990 from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The amalgamating company no. 1 was originally incorporated under the Companies Act, 1956 on 12th April, 1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Chezcouture India Private Limited. Thereafter, the company changed its name to e Placement Services Private Limited. The company again changed its name to Evolv Management Services Private Limited and obtained the fresh certificate of incorporation on 14th November, 2003. The company again changed its name to Evolv Management Services Limited and obtained the fresh certificate of incorporation on 3rd April, 2008. The company final ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15,00,00,000 equity shares of Rs. 1/- each aggregating to Rs. 15,00,00,000/- and 35,00,00,000 8.5% cumulative redeemable preference shares of Rs. 1/- each aggregating to Rs. 35,00,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs. 43,87,998/- divided into 43,87,998 equity shares of Rs. 1/- each. 12. The present authorized share capital of the transferee company is Rs. 30,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 10/- each aggregating to Rs. 20,00,00,000/- and 1,00,00,000 redeemable preference shares of Rs. 10/- each aggregating to Rs. 10,00,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs. 6,60,00,070/- divided into 10,00,007 equity shares of Rs. 10/- each aggregating to Rs. 1,00,00,070/-; 34,00,000 13.75% non-convertible cumulative redeemable preference shares of Rs. 10/- each aggregating to Rs. 3,40,00,000/-; and 22,00,000 13.25% non-convertible cumulative redeemable preference shares of Rs. 10/- each aggregating to Rs. 2,20,00,000/-. 13. Copies of the Memorandum and Articles of Association of the amalgamated, amalgamating and transferee companies have been filed on record. The audited balance sheets, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the amalgamated, amalgamating and transferee companies have been placed on record. 18. The petitioner companies had earlier filed CA (M) No. 166/2014 seeking directions of this court to dispense with the requirement of convening the meetings of the shareholders and creditors of the amalgamating and transferee companies and for convening of separate meetings of the equity shareholders, secured and unsecured creditors of the amalgamated company, which are statutorily required for sanction of the Composite Scheme of Arrangement. Vide order dated 19th December, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the shareholders and creditors of the amalgamating and transferee companies, and directed convening of separate meetings of the equity shareholders, secured and unsecured creditors of the amalgamated company, to consider and, if thought fit, approve, with or without modification, the proposed Composite Scheme of Arrangement. The Court also dispensed with the requirement of the transferee company from following the procedu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es no. 1, 2 & 3 shall become the employees of the amalgamated company respectively, without any break or interruption in their services. He has further submitted that in Clause 8.1 of Part-IV of the Scheme, it has been stated that accounting for the amalgamation of the amalgamating companies and treatment of goodwill and reserves, if any, in the financial statements of amalgamated company, shall be in accordance with the provisions of the Accounting Standard-14, dealing with accounting for amalgamations, issued by the Institute of Chartered Accountants of India. He further submitted that in Clauses 3.7 of Section-A of Part-III, 4.7 of Section-B of Part-III, and 5.7 of Section-C of Part-III of the Scheme, it has been stated that, upon this scheme becoming effective, the amalgamating companies no. 1, 2 & 3 shall stand dissolved without the process of winding up. 23. Although no objection has been raised by the Regional Director in his report, but in para 10 of his report, he has observed that as per Clause 11 of Part-V of the Scheme, it has been stated that with effect from the effective date, the name of the transferee company shall stand changed to Mindchampion Learning Systems Li ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
