TMI Blog2015 (6) TMI 41X X X X Extracts X X X X X X X X Extracts X X X X ..... them along with the governance principles laid down by the corporation. He, therefore, prays that the transferee company may be directed to give an undertaking that “it has complied with norms specified by them along with the governance principles laid down by the corporation (especially around Data integrity & Respect for privacy). In reply, the petitioner companies have filed an affidavit dated 16th March, 2015 of Mr. Manish Motani, authorized signatory of the petitioner companies, undertaking to comply with the norms specified by the Telecom Regulatory Authority of India in terms of the Telecom Commercial Communications Customer Preference Regulations, 2010 and other applicable regulations, rules or guidelines, as also the governance pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee companies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 5th September, 1984 with the Registrar of Companies, Tamil Nadu under the name and style of T. T. Travels Private Limited. Thereafter, the word Private was deleted from the name of the company w.e.f. 1st July, 1995. The company changed its name to T. T. Forex Limited and obtained the fresh certificate of incorporation on 30th June, 2000. The company again changed its name to American Express Foreign Exchange Services India Limited and obtained the fresh certificate of incorporation on 19th May, 2003. Thereafter, the company shifted its registered office from the State of T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... paid-up share capital of the company is ₹ 54,05,01,810/- divided into 5,40,50,181 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. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is claimed that the Scheme will result in faster and effective decision making, better administration and cost reduction, including reduction in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the Scheme of Amalgamation. Vide order dated 22nd September, 2014 which was modified by order dated 28th November, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the transferor and transferee companies, there being no secured creditors of the petitioner companies, to consider and, if thought fit, approve, with 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 16th December, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 3.8.2 of Part-III of the Scheme, it has been stated that the transferee company shall follow the method of accounting treatment as prescribed for the pooling of interest method under Accounting Standard-14 governed by the Companies (Accounting Standards) Rules, 2006. He further submitted that in Clause 3.3 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. 16. Although the Regional Director in his report has not raised any objection to the proposed Scheme, but in p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsel have received any objection pursuant to the citations published in the newspapers. Learned counsel for the petitioner companies also reiterates in Court that no objection has been received pursuant to the publication in the newspaper. 18. 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 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 Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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