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In Re : Mars Industries Private Limited With Dorset India Private Limited

2015 (5) TMI 877 - DELHI HIGH COURT

Application for Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 - Official Liquidator's observations regarding issuance of shares at a premium of ₹ 9370/-, disputed sales tax & Excise duty liabilities, Default in payment of TDS duly addressed - Held that:- In reply to the first observation made by the Official Liquidator, the petitioner companies in their reply dated 11th March, 2015 have submitted that the valuation report prepared by SMC Capitals Limited has r .....

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y the Official Liquidator in para 14 of his report, the petitioners, while referring to Para 9 of the Scheme, have undertaken that post the Scheme becoming effective, all the pending proceedings of the transferor company shall not abate or be discontinued and instead the same shall continue in the name of the transferee company. The aforesaid undertaking is accepted and the petitioner shall remain bound by the same. In view of the aforesaid, the observations made by the Official Liquidator stand .....

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pproval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, 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, 195 .....

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g sanction of the Scheme of Amalgamation of Mars Industries Private Limited (hereinafter referred to as the transferor company) with Dorset India 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 was incorporated under the Companies Act, 1956 on 8th May, 1995 with the Registrar of Companies, NCT of Delhi & Haryana .....

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zed share capital of the transferee company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 7. 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) 159/2014, earlier filed by the petitioners. The audited balance shee .....

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ntage of all stakeholders. It is further claimed that the proposed amalgamation will provide economies of scale, sourcing benefits, vendor rationalization, more focused operational efforts, rationalization, standardization, and simplification of business processes and productivity in improvements. 9. 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 t .....

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ansferor and transferee companies in their separate meetings held on 6th October, 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. 159/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and uns .....

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ion. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 16th December, 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 'Business Standard' (English) and (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Official L .....

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s 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. However, in para 13 of his report, the Official Liquidator has submitted that the shares in consideration of amalgamation are is .....

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10, 2010-11 and 2006-07 and of Excise for the year 2011-12, wherein appeal is pending. Further, payment of TDS is also in default till 31st December, 2014. The Official Liquidator, therefore, prays that the petitioner companies may be asked to clarify the same. 15. In reply to the first observation made by the Official Liquidator, the petitioner companies in their reply dated 11th March, 2015 have submitted that the valuation report prepared by SMC Capitals Limited has recommended the share swap .....

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a 14 of his report, the petitioners, while referring to Para 9 of the Scheme, have undertaken that post the Scheme becoming effective, all the pending proceedings of the transferor company shall not abate or be discontinued and instead the same shall continue in the name of the transferee company. The aforesaid undertaking is accepted and the petitioner shall remain bound by the same. In view of the aforesaid, the observations made by the Official Liquidator stand satisfied. 17. In response to t .....

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it has been stated that the assets and liabilities of the transferor company shall be accounted for and dealt with in the books of accounts of the transferee company in accordance with the Purchase Method of Accounting Standard-14 governed by the Companies (Accounting Standards) Rules, 2006. He further submitted that in Clause 14 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. .....

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