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In Re Scheme of Amalgamation of Ludhiana Steels Limited with Aarti Steels Limited

Scheme of Amalgamation - Held that:- Compliance of procedural requirements contemplated under the Act and the relevant Rules, on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Amalgamation is hereby sanctioned. The assets and liabilities of the Transferor Company shall stand vested in the Transferee Company. The Transferor Company shall be dissolved without being wound up. The Transferee Company sh .....

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r of Companies within 30 days from the date of receipt thereof.

A notice of the order be published in the 'Indian Express' (English) and 'Des Sewak' (Punjabi) and in the official Gazette of Government of Punjab.

Any person interested shall be at liberty to apply to the Court for any direction(s) as per law.

Learned counsel for the petitioner companies states that the petitioner Transferee Company would voluntarily deposit a sum of ₹ 30,000/- in the Common .....

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any and the Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexures P-2 and P- 4, respectively. It is averred in the petition that the registered offices of the petitioners-Transferor and Transferee Companies are situated at Ludhiana (Punjab), hence, the petition is within the jurisdiction of this Court. The Board of Directors of the petitioner companies have approved the Scheme of Amalgamation vide resolutions Annexures P .....

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nvening the meeting of equity shareholders. Vide order dated 20.7.2015, the report dated 10.7.2015 was taken on record. As per report, out of 21 equity shareholders, 20 equity shareholder were present and voted either in person or through proxy in favour of the scheme, constituting 99.30% in value of the total paid up share capital and 95.24% in number, have given their consent. The list of equity shareholders, who have attended the meeting, along with their consents are annexed with the report. .....

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its from the persons other than the Directors. ii) Carry forward and set off of losses. iii) Provision for internal audit system in the company. In addition thereto, the Official Liquidator has placed on record the report dated 8.9.2015 by way of affidavit of A. K. Chaturvedi, Regional Director, Northren Region, Ministry of Corporate Affairs, Noida. The Regional Director in his report has emphasized non-compliance of Accounting Standard-14 (AS-14), issued by the Institute of Chartered Accountant .....

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ions of Section 79 of the Income Tax Act with reference to carry forward losses and set off of losses. As regards acceptance of deposits from the persons other than the directors, learned counsel for the petitioners has filed additional affidavit of Mr. Dushyant Kumar Kapil, Director of the Transferor Company, dated 21.9.2015. It has been stated therein that the amount stands repaid on 14.11.2014 i.e. within one year as per provisions of Section 74(1) of the Companies Act, 2013 (for short, ' .....

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