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2015 (5) TMI 908 - DELHI HIGH COURT

2015 (5) TMI 908 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation under Sections 391(1) to 394 read with Section 100 of the Companies Act, 1956 - Regional Director's observation regarding Appointment date duly addressed - Held that:- Although no objection has been raised by the Regional Director, Northern Region, but in para 12 of his report, he has submitted that the Scheme has provided the appointed date as 01.04.2013, whereas the petitioners have filed the balance sheet for t .....

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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 stakeholders of the companie .....

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effect from the appointed date i.e. 01.04.2013. In view of the aforesaid, the observation raised by the Regional Director is suitably addressed.

Considering the approval 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 th .....

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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 co .....

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re capital of the company is ₹ 19,25,000/- divided into 1,92,500 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 1,00,00,000/- divided into 1,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 75,00,000/- divided into 75,000 equity shares of ₹ 100/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies .....

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l result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better 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 com .....

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ies 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 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. 148/2014 seeking directions of th .....

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th or without modification, the proposed Scheme of Amalgamation. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 22nd 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. The petitioners have filed an affidavit showing .....

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heme 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, .....

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(Accounting Standards) Rules, 2006 and shall be accounted for under the pooling of interests method in accordance with the said accounting standard. 16. Although no objection has been raised by the Regional Director, Northern Region, but in para 12 of his report, he has submitted that the Scheme has provided the appointed date as 01.04.2013, whereas the petitioners have filed the balance sheet for the year 2014 and as such in order to avoid the revision of balance sheet, the petitioner companies .....

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ourts 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 stakeholders of the companies concerned to change the appointed date. In the present case, the only reason given by the Regional Director .....

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nal Director is suitably addressed. 17. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavits dated 2nd March, 2015 of Mr. Raja Raja Menon, Director of the transferee company, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 12th January, 2015. 18. Considering the approval accorded by the equity shareholders and credit .....

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