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2016 (1) TMI 465 - PUNJAB AND HARYANA HIGH COURT

2016 (1) TMI 465 - PUNJAB AND HARYANA HIGH COURT - TMI - Sanction of Amalgamation and Arrangement - Scheme of Amalgamation and Arrangement is hereby sanctioned with the direction to follow all the procedural formalities. - CP No. 134 of 2015 (O&M) - Dated:- 14-12-2015 - Mr. Rajesh Bindal, J. For The Petitioner : Mr. R.S. Cheema and Mr. Sanjeev Sharma, Senior Advocates with Mr. Arshdeep Singh Cheema. Mr. Deepak Aggarwal, Advocate, with Mr. D. K. Singh, Official Liquidator. Mr. Animesh Sharma, Adv .....

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he Petitioner- Transferee Company 1 and MSF Demerged Undertaking (as defined in the Scheme) of the Petitioner- Transferor Company shall vest into the Petitioner-Transferee Company 2. Upon the Scheme becoming effective Resulting company 1 (Taures Ventures Limited) shall be re-named as 'Max India Limited', Resulting Company 2 (Capricorn Ventures Limited) shall be re-named as 'Max Ventures and Industries Limited' and the Demerged Company (Max India Limited) shall be re-named as ' .....

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ing held on 27.1.2015 and Board of Directors of Petitioner Transferee Company 1 and Petitioner-Transferee Company 2, in their meetings held on 7.2.2015 have approved the Scheme of Arrangement. Copies of the same have been annexed as Annexures P-20, P-21, and P-22, respectively. Learned counsel for the petitioner companies submitted that the Equity Shares of the Petitioner Transferor Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). .....

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(Annexure P-26). Earlier vide order dated 28.4.2015 passed in CP No. 57 of 2015, this Court dispensed with convening of meetings of the Equity Shareholders of the Petitioner-Transferee Companies. It was further directed to convene the meeting of the Equity Shareholders of the Petitioner Transferor Company on 4.7.2015 for seeking approval of Scheme of Arrangement. Notice of the meeting was also directed to be published in the newspapers and official gazette. Vide order dated 31.7.2015, report of .....

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;Dainik Bhaskar' (Hindi), and in the official Gazette of Government of Punjab. The aforesaid order has been complied with and affidavit to this effect has been placed on record. As the comments sent by SEBI to the Scheme vide letter dated 6.4.2015 were not specific, notice was directed to be issued to SEBI. While referring to the report dated 24.9.2015 filed by way of affidavit of A. K. Chaturvedi, Regional Director, Northren Region, Ministry of Corporate Affairs, learned counsel appearing f .....

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be pending. He further submitted that in para 11 of the report of Regional Director reference has been made to certain prosecution proceedings initiated by the Registrar of Companies, Chandigarh, against the Transferor Company, certain Directors and Company Secretary. The case is pending in this Court wherein the proceedings have been stayed. Learned counsel for the petitioner companies submitted that in the affidavit dated 9.10.2015 filed by C.V.Raghu, Authorised Representative of the Petition .....

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s by it to the shareholders of the Transferor Company as on the record date in the manner set out in the Scheme. He has also undertaken to comply with any conditions imposed by the FIPB while granting approval. In the additional affidavit, the authorised representative with regard to prosecution proceedings has stated that the petitioner-Transferor Company has filed quashing of the complaints filed by the Registrar of the Companies before this Court, in which notice of motion has been issued and .....

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le referring to the objection raised by the Official Liquidator in para no.6 of his report dated 8.10.2015 submitted that according to the records of the Petitioner Transferor Company as on 31.3.2014, certain disputes regarding outstanding dues of Income-Tax, custom duty, excise duty, value added tax and cess, etc. are pending. In reply to the aforementioned issue raised by learned counsel appearing for the Official Liquidator, learned counsel for the petitioners submitted that 'Treatment of .....

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ed the draft Scheme of Arrangement and offered its comments. SEBI does not approve/ disapprove/ reject/ issue any no objection certificate for any draft scheme filed with the stock exchange. It was further submitted that as the draft Scheme was found to be in accordance with the Clauses of the aforementioned circulars, vide letter dated 6.4.2005, it has issued general comments informing the stock exchanges that the company shall comply with other provisions of the circulars. These comments were .....

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the petitioner companies referred to the affidavit dated 9.10.2015 filed by C. V.Raghu, Authorised Representative of the Petitioner Transferor Company, vide which it has been stated that Petitioner- Transferee companies no.1 and 2 have sought approval of FIPB and the same is under process. It has been undertaken by the authorised representative that the Transferee companies will comply with the all applicable laws, including the Foreign Exchange Management Act, 1999 and the rules framed thereun .....

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er is still pending. He has also stated that approval of the Scheme will not in any way effect the prosecution proceedings initiated, as pursuant to the approval of the Scheme, the Petitioner-Transferor Company will not get dissolved but will carry on business in the name and style of 'Max Financial Services Limited'. The issue has been raised by the Official Liquidator in para no.6 of his report dated 8.10.2015 to the effect that as per records of the Petitioner Transferor Company as on .....

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s of circulars dated 4.2.2013 and 21.5.2013, SEBI examined the draft Scheme of Arrangement and offered its comments. It does not approve/ disapprove/ reject/ issue any no objection certificate for any draft scheme filed with the stock exchange. It has been stated the draft Scheme was found to be in accordance with the provisions of the circulars, referred to above. In principle, the SEBI has given no objection to the Scheme, subject to compliance of various provisions of the applicable circulars .....

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st them under Sections 235 to 251 of the Companies Act, 1956 or under any applicable provisions of Companies Act, 2013, except the mentioned above in which proceedings have been stayed by this Court. For the reasons afore-stated and on consideration of all the relevant facts, compliance of procedural requirements contemplated under the Act and the relevant Rules, on due consideration of the reports of Regional Director, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Ar .....

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