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2015 (5) TMI 693 - DELHI HIGH COURT

2015 (5) TMI 693 - DELHI HIGH COURT - TMI - Application for Composite Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 - Regional Director's observations regarding compliance of provisions of the Companies Act, 1956 /2013 regarding name change duly addressed - Held that:- 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 e .....

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f the transferee company, have undertaken to comply with the relevant procedures under the Companies Act, 1956/2013 with regard to the change of name of the transferee company. The undertaking is accepted and the petitioner company shall remain bound by the same. In view of the above, the observation raised by the Regional Director stands satisfied.

No objection has been received to the Composite Scheme of Arrangement from any other party. The petitioner companies, in the affidavit da .....

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ial Liquidator not raising any objection to the proposed Composite Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Composite Scheme of Arrangement. Consequently, sanction is hereby granted to the Composite Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956. - Application for Scheme of Arrangement approved. - COMPANY PETITION NO. 82/2015 - Dated:- 8-5-2015 - SUDERSHAN KUMAR MISRA, J. Mr. Rajiv Nayar, Sr. Advocate with Mr. Anirudh D .....

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as the amalgamating company no. 1); Scantech Evaluation Services Limited (hereinafter referred to as the amalgamating company no. 2); NIIT Online Learning Limited (hereinafter referred to as the amalgamating company no. 3); and Hole-in-the-Wall Education Limited (hereinafter referred to as the transferee company). 2. The registered offices of the amalgamated, amalgamating and transferee companies are situated at New Delhi, within the jurisdiction of this court. 3. The amalgamated company was ori .....

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ting 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 .....

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ited. The company changed its name to Scantech Evaluation Services Limited and obtained the fresh certificate of incorporation on 26th February, 2004. 6. The amalgamating company no. 3 was incorporated under the Companies Act, 1956 on 26th May, 2000 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 7. The transferee was originally incorporated under the Companies Act, 1956 on 16th July, 2001 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under th .....

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The issued capital of the company is ₹ 33,03,53,194/- divided into 16,51,76,597 equity shares of ₹ 2/- each. The subscribed and paid up capital of the company is ₹ 33,03,47,194/- divided into 16,51,70,597 equity shares of ₹ 2/- each aggregating to ₹ 33,03,41,194/- and 6000 forfeited equity shares (amount originally paid up) aggregating to ₹ 6000/-. 9. The present authorized share capital of the amalgamating company no. 1 is ₹ 1,60,00,000/- divided into 1 .....

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h. 11. The present authorized share capital of the amalgamating company no. 3 is ₹ 50,00,00,000/- divided into 15,00,00,000 equity shares of ₹ 1/- each aggregating to ₹ 15,00,00,000/- and 35,00,00,000 8.5% cumulative redeemable preference shares of ₹ 1/- each aggregating to ₹ 35,00,00,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 43,87,998/- divided into 43,87,998 equity shares of ₹ 1/- each. 12. The present authorized share .....

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ble preference shares of ₹ 10/- each aggregating to ₹ 3,40,00,000/-; and 22,00,000 13.25% non-convertible cumulative redeemable preference shares of ₹ 10/- each aggregating to ₹ 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, as on 31st March, 2014, of the amalgamated, amalgamating and transferee companies, along with the report of the a .....

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amated company and demerger of the School Business Undertaking of the amalgamated company into the transferee company. It is claimed that the proposed amalgamation will remove inefficiencies and combine similar business interest into one corporate entity, resulting in operational synergies, simplification, streamlining and optimization of the group structure and efficient administration. It is further claimed that the proposed demerger will facilitate creation of a separate, focused entity to ta .....

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ares shall be allotted by the amalgamated company as the amalgamating companies no. 1 to 3 are wholly owned subsidiaries of the amalgamated company. A lump sum consideration of ₹ 1,08,06,40,649/- shall be payable by the transferee company to the amalgamated company for the transfer and vesting of the School Business Undertaking. 16. It has been submitted by the petitioners that no proceedings under Sections 235 and 250A of the Companies Act, 1956 and the applicable provisions of the Compan .....

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rlier 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 .....

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d under Section 101(2) of the Companies Act, 1956 with regard to reduction of its share capital. 19. The Chairpersons of the ordered meetings of the equity shareholders, secured and unsecured creditors of the amalgamated company have filed their reports stating that the meetings were duly held on 31st January, 2015, as directed, and that the Composite Scheme of Arrangement has been approved unanimously/by majority by the equity shareholders, secured and unsecured creditors of the amalgamated com .....

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howing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 14th March, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 21. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report date .....

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K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 10th April, 2015. Relying on Clauses 3.1(vii) of Section-A of Part-III, 4.1(viii) of Section-B of Part-III and 5.1 of Section-C of Part-III of the Scheme, he has stated that, upon sanction of the Composite Scheme of Arrangement, all the employees of the amalgamating companies no. 1, 2 & 3 shall become the employees of the amalgamated company respectively, without any break or interrupt .....

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ection-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, t .....

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ve undertaken to comply with the relevant procedures under the Companies Act, 1956/2013 with regard to the change of name of the transferee company. The undertaking is accepted and the petitioner company shall remain bound by the same. In view of the above, the observation raised by the Regional Director stands satisfied. 24. No objection has been received to the Composite Scheme of Arrangement from any other party. The petitioner companies, in the affidavit dated 8th April, 2015 of Mr. Ashok Ar .....

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