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2015 (10) TMI 601 - DELHI HIGH COURT

2015 (10) TMI 601 - DELHI HIGH COURT - TMI - Approval of the Scheme of Amalgamation under Section 391 to 394 Petitioner appeals for the sanction of the Scheme of Amalgamation No objection has been received to the Scheme of Amalgamation from any party apart from the Regional Director who held that the Companies have not filed the due Balance Sheets Petitioner undertakes to submit consolidated balance sheet Held That:- Sanction was granted to the Scheme of Amalgamation under Sections 391 a .....

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Mudiam, Assistant Registrar of Companies for the Regional Director SUDERSHAN KUMAR MISRA, J. 1. This petition has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the petitioner/transferor company seeking sanction of the Scheme of Amalgamation of Kohinoor Club Private Limited (hereinafter referred to as the petitioner/transferor company) with T.S. Kisan and Company Private Limited (hereinafter referred to as the transferee c .....

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at New Delhi. 5. The present authorized share capital of the petitioner/transferor company was ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company was ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company was ₹ 75,00,000/- divided into 75,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up sh .....

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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 submitted by the petitioner that the transferor company is a wholly owned subsidiary of the transferee company and the proposed Scheme will result in pooling of resources and infrastructure of the entities to their common advantage, resulting in a more productive utilization of the resources, cos .....

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concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall not be required to issue any shares, since the transferor company is a wholly owned subsidiary of the transferee company. Accordingly, all the equity shares held by the transferee company in the transferor company shall be cancelled. 10. It has been submitted by the petitioner that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner/transfer .....

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the meetings of its shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 12th September, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meeting of the equity shareholders of the petitioner/transferor company, there being no secured or unsecured creditor of the petitioner company, to consider and, if thought fit, approve, with or without modification, th .....

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Statesman' (English) and 'Veer Arjun' (Hindi) editions. An affidavit has been filed by the petitioner showing compliance regarding publication of citations in the aforesaid newspapers on 10th November, 2014. 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/transferor company. Based on the information received, the Dy. Official .....

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ces issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 1st December, 2014. Relying on Clause 8.1 of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 13.1 of the Scheme, it has been stated that th .....

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companies have not filed their balance sheets for the financial year ending 31.03.2014. He, therefore, prays that the petitioner companies may be directed to file their due balance sheets. In response to the aforesaid observation of the Regional Director, the petitioner/transferor company has filed the affidavit dated 29th May, 2015 of Mr. Jitendra Kumar Thapar, Director of the petitioner/transferor company stating that the petitioner company is in the process of amalgamation and merger with its .....

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