TMI Blog2015 (5) TMI 908X X X X Extracts X X X X X X X X Extracts X X X X ..... to the aforesaid, learned counsel for the petitioners submitted that they are not inclined to change the appointed date and that the appropriate revised balance sheets with effect from the appointed date of 01.04.2013 shall be appropriately drawn up and filed. So far as the question with regard to fixing of appointed date of the Scheme is concerned, it has been held in numerous judgments passed by this Court and other High Courts that it is in the prerogative of the petitioners 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Rajiv Bahl, Advocate JUDGMENT SUDERSHAN KUMAR MISRA, J. 1. This joint petition has been filed under Sections 391(1) to 394 read with Section 100 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of Kernel Systems Private Limited (hereinafter referred to as the transferor company) with Arcop Associates 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 17th February, 1993 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi 4 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er and more productive utilization of various resources and will enable the undertakings concerned to affect internal economies and optimize productivity. It is further claimed that the proposed Scheme will enable the undertakings and business of the said companies to obtain greater facilities possessed and enjoyed by one large company compared to a small company for raising capital, securing and conducting trade and business 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 thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o be published in 'Business Standard' (English) and (Hindi) editions. The petitioners have filed an affidavit showing compliance regarding publication of citations in the aforesaid newspapers on 12th January, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 14. 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petitioners submitted that they are not inclined to change the appointed date and that the appropriate revised balance sheets with effect from the appointed date of 01.04.2013 shall be appropriately drawn up and filed. So far as the question with regard to fixing of appointed date of the Scheme is concerned, it has been held in numerous judgments passed by this Court and other High Courts that it is in the prerogative of the petitioners 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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