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In Re : RPS Vikas Castings Private Limited With Garima Vikas Metals Private Limited (Now HNV Castings Private Limited)

Application for Scheme of Amalgamation under Sections 391(1), 393 & 394 read with Sections 100 to 104 of the Companies Act, 1956 - Regional Director's observations regarding Appointment date and Sectoral cap under FDI policy duly addressed - Held that:- In reply to the first observation regarding appointment date, it was submitted by the petitioner companies in the affidavit dated 23rd March, 2015 of Sh. Ki Ho Park, authorized representative of the petitioner companies that between 31st March, 2 .....

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es into account the investment by 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 .....

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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 ha .....

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Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 read with Section 100 of the Companies Act, 1956. - Application for scheme of amalgamation approved. - COMPANY PETITION NO. 716/2014 - Dated:- 8-5-2015 - SUDERSHAN KUMAR MISRA, J. For The Petitioner : Mr. S. Sengupta, Advocate For The Regional Director : Ms. Aparna Mudiam, Assistant Registrar of Companies For The Official Liquidator : Mr. Rajiv Bahl, Advocate JUDGMENT : SUDERSHAN KUMA .....

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panies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was incorporated under the Companies Act, 1956 on 29th December, 2004 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 12th January, 2005 with the Registrar of Companies, Rajasthan at Jaipur under the name and style of Garima Overseas Private Limited. The company changed its name to Garim .....

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arima 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  .....

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es have been filed on record with the joint application, being CA(M) 115/2014, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2013, of the transferor and transferee companies, along with the report of the auditors, and the unaudited balance sheets, as on 31st March, 2014, of the transferor and transferee companies had also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated an .....

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ation would result in enhanced potential for increase in revenues and profits for the amalgamated entity and its shareholders and would also provide synergistic linkages besides economies in costs and other benefits resulting from the economies of scale, by combining the businesses and operations of both the companies and thus contribute to the profitability of the amalgamated entity by rationalization of management and administrative structure. 9. So far as the share exchange ratio is concerned .....

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, 1956 are pending against the transferor and transferee companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 14th May, 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 have been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 115/2014 seeking directions of this court to .....

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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 Chairpersons of the ordered meetings of the equity shareholders and unsecured creditors of theA transferor and tra .....

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as directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Indian Express' (English) and Dainik Bhaskar (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 26th December, 2014. Copies of the newspaper cl .....

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ed a report dated 13th February, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 16. In response to the notices issued in the petition, Mr. .....

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ng 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 ha .....

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para 10 of his report has further submitted that subsequent to 31.03.2014, Hitachi Metals Singapore Pte. Limited and Namyang Metals Company Limited (both subsidiaries of Hitachi Metals Limited) have acquired 51% stake in the share capital of the transferor and transferee companies and accordingly the paid-up share capital of both these companies was increased to ₹ 18,88,78,000/- and ₹ 54,67,45,000/- on 22.04.2014. He, therefore, prays that an undertaking from the transferee company .....

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h, 2014 (i.e. the date of audited accounts) and 1st May, 2014 (i.e. the appointed date of amalgamation), there has been no material financial changes in the accounts of the transferor and transferee companies apart from the investment by Hitachi Metals Singapore Pte. Limited and Namyang Metals Company Limited and, consequently, the deferred tax has been written off to the extent of carried forward losses. It is further submitted that the joint valuation report submitted along with CA(M) 115/2014 .....

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the said investment does not have any adverse effect on the proposed Scheme of Amalgamation. The petitioner companies have further submitted 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 .....

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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 sharehol .....

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