TMI Blog2015 (5) TMI 731X X X X Extracts X X X X X X X X Extracts X X X X ..... Hitachi Metals Singapore Pte. Limited of ₹ 11,71,37,280/- in the transferor company; of ₹ 12,53,66,464/- in the transferee company; and the investment of Namyang Metals Company Limited of ₹ 17,57,05,920/- in the transferor company; and of ₹ 18,80,49,696/- in the transferee company for the purpose of conducting the valuation as on 30th April, 2014 and the consequent adjustments made in the deferred tax carried in the books. Therefore, the said investment does not have any adverse effect on the proposed Scheme of Amalgamation. In reply to second observation regarding Sectoral Cap of FDI policy, it was submitted by the petitioner companies that at present the foreign shareholders are holding 51% of paid-up share capital of the transferee company and remaining 49% is held by the resident shareholders, and the current shareholding held by the foreign shareholders are within the permitted sectoral cap under the provisions of Foreign Direct Investment Policy (FDI) issued by RBI i.e. upto 100% FDI under the automatic route. The transferee company undertakes that subsequent to sanction of the Scheme, the allotment of shares to the shareholders of the transferor c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany shifted its registered office from the State of Rajasthan to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi Haryana at New Delhi on 31st July, 2012. The company again changed its name to Garima Vikas Metals Limited and obtained the fresh certificate of incorporation on 17th August, 2012. The company again changed its name to Garima Vikas Metals Private Limited and obtained the fresh certificate of incorporation on 18th September, 2012. The company finally changed its name to HNV Castings Private Limited and obtained the fresh certificate of incorporation on 17th September, 2014. 5. The authorized share capital of the transferor company, as on 31st March, 2014, was ₹ 18,88,78,000/- divided into 1,88,87,800 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company was ₹ 18,88,78,000/- divided into 1,88,87,800 equity shares of ₹ 10/- each. 6. The authorized share capital of the transferee company, as on 31st March, 2014, was ₹ 54,67,45,000/- divided into 5,46,74,500 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 have been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 115/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their secured creditors and for convening of separate meetings of their equity shareholders and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 4th September, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the secured creditors of the transferor and transferee companies and directed convening of separate meetings of their equity shareholders and unsecured creditors, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. The Court, however, directed the petitioners to issue specific individual notices to their secured creditors at the time of moving second motion petition calling for their objection, if any, to the Scheme. 13. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 9 of Part-III of the Scheme, it has been stated that the accounting treatment shall be in compliance with Accounting Standard-14 governed by the Companies (Accounting Standards) Rules, 2006. He further submitted that in Clause 12 of Part-III 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. 17. Although no objection has been raised by the Regional Director, but in para 10 of his report, he has pointed out that the appointed date for the proposed Scheme has been fixed on 01.05.2014. Accordingly, the valuation report has been prepared on the basis of financial information upto 30.04.2014. But both the companies have filed the balance sheets for the year ended at 31.03.2014 and have taken the figures as on 30.04.2014 for valuation. The Regional Director, therefore, prays that an undertaking from both the companies be taken that there is no material change/transactions within one month i.e. from 01.04.2014 to 30.04.2014. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s are within the permitted sectoral cap under the provisions of Foreign Direct Investment Policy (FDI) issued by RBI i.e. upto 100% FDI under the automatic route. The transferee company undertakes that subsequent to sanction of the Scheme, the allotment of shares to the shareholders of the transferor company including allotment of shares to the foreign shareholders will continue to be within the permitted sectoral cap under the FDI. The Assistant Registrar of Companies has stated that after considering the reply of the petitioner, the Regional Director had no further objections. In view of the aforesaid, the observations raised by the Regional Director stand satisfied. 20. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 23rd March, 2015 of Sh. Ki Ho Park, authorized representative of the petitioner companies, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 26th December, 2014. 21. Considering the approval accorded by the shareholders and creditors of the petitioner companies to the propo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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