Contact us   Feedback   Annual Subscription   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2015 (6) TMI 11 - DELHI HIGH COURT

2015 (6) TMI 11 - DELHI HIGH COURT - TMI - Proposed Scheme of Amalgamation - Dispensation with the requirement of convening the meeting of equity shareholders, secured and unsecured creditors under Section 391 to 394 of the Companies Act, 1956 read with Rules 6 and 9 of the Companies (Court) Rules, 1959 - Dispensation of requirement of the transferee company to approach the High Court of Andhra Pradesh for sanction of Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956 - Hel .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

onsider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the applicant/transferor company, as on 30th January, 2015.

The applicant also seeks dispensation of requirement of the transferee company to approach the High Court of Andhra Pradesh for sanction of Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956 on the ground that the Scheme does not entail or involve any .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t both the companies are profit making companies and have sufficient reserves and surplus and high positive net worth and the aggregate of assets of both the companies are more than sufficient to meet their respective and combined aggregate liabilities towards their respective creditors. Therefore, the rights of the creditors of the transferee company will not be adversely affected. The applicant has also placed on record the certificate from GVR & Co., Chartered Accountants, showing the positiv .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

391(2) of the Companies Act, 1956. In view of this settled legal position and considering the Scheme of Amalgamation, the requirement of the transferee company having to approach the High Court of Andhra Pradesh under Section 391(2) of the Companies Act, 1956 for sanction of the Scheme of Amalgamation is dispensed with. - Decided in favour of appellant. - COMPANY APPLICATION (MAIN) NO. 36/2015 - Dated:- 5-5-2015 - SUDERSHAN KUMAR MISRA, J. For The Appellant : Mr Niraj Kumar and Mr. A.S. Gyani, .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

to as the applicant/transferor company) with HM.Clause India Private Limited (hereinafter referred to as the transferee company) and to dispense with the requirement of the transferee company to approach the High Court of Andhra Pradesh, its jurisdictional High Court, for seeking sanction of Scheme of Amalgamation. 2. The registered office of the applicant/transferor company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferee company .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

21,100 equity shares of ₹ 100/- each. 5. Copies of the Memorandum and Articles of Association of the applicant/transferor company and the transferee company have been filed on record. The audited balance sheets, as on 31st March, 2014 and 30th June, 2014, of applicant/transferor company and the transferee company respectively, along with the report of the auditors, have also been filed. 6. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ficant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the transferee company and the transferor company and eliminate multiple book record-keeping. 7. 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, and the entire equity share capital of the transferor company is held by the transferee company. Therefore, neither any consideration sh .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ectors of the transferor and transferee companies in their separate meetings held on 20th January, 2015 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. 10. The applicant/transferor company has 02 equity shareholders and 44 unsecured creditors. Both the equity shareholders and all the unsecured creditors have given their consents/no objec .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

on 30th January, 2015. 11. The applicant also seeks dispensation of requirement of the transferee company to approach the High Court of Andhra Pradesh for sanction of Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956 on the ground that the Scheme does not entail or involve any arrangement between the transferee company and its shareholders since applicant/transferor company is a wholly owned subsidiary of the transferee company; no new shares will be issued by the transfer .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version