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2016 (4) TMI 3 - MADRAS HIGH COURT

2016 (4) TMI 3 - MADRAS HIGH COURT - TMI - Scheme of arrangement for demerger - Held that:- Learned counsel appearing for the Regional Director is not having any other objection except the contentions raised at para Nos. 9 to 11 as stated above. Considering the fact that the Regional Director has decided not to make any objection to the scheme except to the objections/observations made at para Nos. 9 to 11 in his affidavit and considering the fact that those objections/observations cannot be sus .....

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emerging Company praying that the scheme of arrangement between M/s. Operational Energy Group India Private Limited, M/s. OEG Solar Energy Private Limited and M/s. Sri Balaganapathy Mills Limited be sanctioned with effect from 1st April, 2013, so as to bind all the shareholders of the demerging company and the resulting company and further praying for dissolving the demerging Company. 2. Company Petition Nos. 510 and 511 of 2015 are filed by the resulting companies 1 and 2 namely, OEG Solar Ener .....

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profit and loss accounts and balance sheet during the relevant financial years. It is also reiterated by the learned Official Liquidator that the Charted Accountant engaged by the Official Liquidator has inspected the records of the Registrar of Companies, Ministry of Corporate Affairs of the demerging Company for the past three years and found that the demerging company has filed all the reports in accordance with law and no cases are pending against the Company or any of its Directors/Officers .....

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found that the demerging Company has not been conducted in a manner which is prejudicial to the interest of the members or public interest and they have not come across any transaction involving act of misfeasance, attracting provisions under Section 542/543 of the Act. 4. The learned Official Liquidator submitted that in view of the report filed by him, it can be recorded that he is not having any objection as against these petitions filed by the respective petitioners. 5. The Regional Directo .....

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Main object without going through the procedures laid down under the Companies Act, 2013 and rules framed thereunder. However the Resulting companies 1 and 2 may be directed to file the relevant e-form with the ROC, Chennai for taking on record such amendment of object clauses. 10) It is respectfully submitted that clause 5.2 of the scheme provides for change of name of the Resulting company No. 2 to that of the demerging Company without going through the procedure laid down under the Companies .....

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their consent affidavits to approve the entire scheme of arrangement and for dispensing with the calling and holding of the meeting of the equity shareholders of the demerging Company in relation to the scheme. He further submitted that insofar as the resulting Company No.1 namely, OEG Seller Equity Pvt. Ltd. is concerned, there are totally two shareholders and both of them have given their consent affidavits approving the entire scheme of arrangement and also consenting for dispensing with the .....

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. Thus, he submitted that the meeting so conducted with a total 23 members present in person or by proxy voted in favour of the proposed scheme of arrangement as seen from the report of the Chairman of the 2nd resulting Company dated 09.10.2015, was in order. While submitting so, the learned counsel for the petitioner invited this Court's attention to the relevant consent affidavits filed by the respective shareholders as stated supra as well as the order passed by this Court in Company Appl .....

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this Court and decided in favour of the Companies therein in decision reported in [2015] 192 Comp Cas 152 (Mad) and an unreported decision made in C.P. Nos. 299 and 300 of 2015, dated 13.10.2015. 8. Para Nos. 16 and 18 of the decision of this Court dated 04.02.2015, reads as follows; ''16. Now coming to the objection of the Regional Director as to the change of name, it may be noted that as per clause 15 of the scheme, upon the scheme being sanctioned, the name of the transferee company .....

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there exists any necessity to have a repeated exercise of the same in terms of Section 21 of the Act as amended by Section 13 of the 2013 Act. 18) It seems to me, on a closer reading of section 13 of the 2013 Act, as also section 21 of the Companies Act, 1956, to which I will presently refer that the amalgamation is principally an internal arrangement of the company for a mutual benefit in enlarging its capital base. Normally, the procedure under Section 21 of the Companies Act, as amended as se .....

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on 13 of the 2013 Act. This section requires special resolution to be passed on the proposed change of name of the company and the approval of the Central Government thereupon for changing the company's name. It may be noted that Chapter V is a complete code by itself on the subject of arrangement/ compromise and reconstruction comprehensive enough to include a change in the name consequent on the amalgamation or arrangement. Similar view was taken by this court in C.P.Nos.133 to 135 of 2006 .....

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s report objecting the scheme as follows:- ''The Regional Director, Ministry of Company Affairs has filed his report objecting the scheme as follows: Para 15 of Part B of the scheme of amalgamation contemplates to change the name of the transferee company as Polaris Banyan Holding Private Limited without going through the procedures enunciated under Section 13 and other applicable provisions of the Companies Act, 2013. This is objected to. The transferee company may be directed to go thr .....

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