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TMI Blog2015 (5) TMI 908X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 17th February, 1993 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi 4. The transferee company was incorporated under the Companies Act, 1956 on 26th June, 1985 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the transferor company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 19,25,000/- d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss on favourable terms and other related benefits. 9. So far as the share exchange ratio is concerned, the Scheme provides that the transferor company is a wholly owned subsidiary of the transferee company. Hence, no shares are to be allotted to the shareholders of the transferor company, upon coming into effect of this Scheme. 10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 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 28th February, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies. Based on the information received, the Official Liquidator has filed a report dated 3rd March, 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. 15. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 3rd March, 2015. Relying on Clause 10 of Part-III of the Scheme, he h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to fix any date as the appointed date of the Scheme and the Courts need not require alteration of the said date unless it is deemed necessary to do so, inter alia, for the reasons that either the petitioners have used the appointed date as a colourable device to evade taxes or it is in the interest of all stakeholders of the companies concerned to change the appointed date. In the present case, the only reason given by the Regional Director for change in the appointed date is that the petitioners have filed their balance sheets as at 31st March, 2014 and thus the appointed date may also be fixed as at 01.04.2014. However, no malafide is alleged in fixing the appointed date as at 01.04.2013. Learned counsel for the petitioners have submitte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ming effective from the appointed date of Amalgamation, i.e. 1st April, 2013, the transferor company shall stand dissolved without undergoing the process of winding up. 19. Learned counsel for the Official Liquidator prays that costs may also be imposed keeping in view the fact that the matter has involved examination of a number of records and prioritized hearings. He submits that at least costs of Rs. 1,00,000/- each should be paid by the petitioners. Learned counsel for the petitioners states that the same is acceptable to him. Looking to the circumstances, the petitioners shall deposit a sum of Rs. 1.0 lakh each by way of costs in the Common Pool Fund of the Official Liquidator, within two weeks from today. 20. The petition is allowed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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