Subscription   Feedback   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Articles Highlights TMI Notes SMS News Newsletters Calendar Imp. Links Database Experts Contact us More....
Extracts
Home List
← Previous Next →

In Re : Radha Raj Ispat Private Limited, KRBL Limited.

2016 (4) TMI 392 - DELHI HIGH COURT

Scheme of Amalgamation - Held that:- In view of the approval accorded to the scheme by the shareholders of the petitioners and creditors of the transferee company, and, given the fact, that the RD and the OL have not articulated any objections qua the scheme, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Section 391 and 394 of the Act.

Consequently, the investment held by the transfe .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ion made in the scheme, in clause 5.5, to the effect that there shall be no requirement of the transferee company, post amalgamation, that is, for amalgamating company, to add the words, “and reduced” as a suffix to its name post reduction in capital will also get triggered. The petitioners will, however, comply with all statutory requirements, as mandated in law. - CO. PET. 728/2015 - Dated:- 7-4-2016 - Rajiv Shakdher, J. For the Petitioner : Petitioner: Mr Kunal Tandon & Ms Snigdha Sharma, .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

fter referred to as the scheme). 2. The transferor company and the transferee company will hereafter be collectively referred to as the petitioners. 3. The registered office of the petitioners is located within the jurisdiction of this court. Hence, this court has the jurisdiction to entertain and adjudicate upon the present petition. 4. The transferor company was incorporated on 21.07.1994, under the name and style: Radha Raj Ispat Private Limited, in accordance with the applicable provisions o .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

e will ensure direct commitment of the promoter i.e. the transferor company, towards the transferee company. 7. To be noted, the transferor company holds 2,79,13,892 equity shares in the transferee company. In percentage terms, this would work out to nearly 11.86% of equity stake in the transferee company. It is, therefore, averred that the transferor company constitutes the promoter group of the transferee company. 8. The details with respect to petitioners authorised, issued, subscribed and pa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

m under Sections 237, 243, 247(1A), 250A and 251 or any other applicable provisions of the Act or under Sections 210, 212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3), 217, 219, 220, 223, 224(1), (3) and (4) and 225 or any other applicable provisions of the Companies Act, 2013. 12. To recapitulate, the petitioners had earlier filed an application (i.e. the first motion) being: CA No. (M) 127/2015, whereby, a substantive prayer had been made for dispensing with the requirement of conv .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

s of persons / entities. 13. Furthermore, by virtue of the very same order i.e. order dated 03.08.2015, the court directed the transferee company to convene a meeting of its equity shareholders and unsecured creditors. 13.1 Both sets of meetings were convened on the same date i.e. 12.09.2015, albeit, at different times, under the chairmanship of different persons. The observations made in the chairpersons report with regard to the meeting of the equity shareholders of the transferee company, to .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

olders attended by 358 (Three Hundred Fifty Eight) Equity Shareholders including proxy / authorized representative, together holding equity share capital of ₹ 20,50,07,597 (constituting 87.09% in value) out of the total equity share capital of the Amalgamated Company was convened. As per the Order dated July 13, 2015, pronounced on August 3, 2015,of this Hon ble Court, at the meeting 358 (Three Hundred Fifty Eight) Equity Shareholders constituted proper quorum of the meeting and the meetin .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Hon'ble Court contained in the Order dated 13thJuly, 2015, pronounced on 03rdAugust, 2015, notice for convening and holding the meeting of Unsecured Creditors of the Amalgamated Company on the date fixed by this Hon'ble Court i.e. 12th September 2015 along with a) the Explanatory Statement under section 393 of the Companies Act 1956 read with Section 102 and other applicable section of the Companies Act, 2013 b) Scheme of Amalgamation under Sections 391 to 394 read with Section 100 to103 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

jection for filing the Scheme with the Delhi High Court e) Fairness Opinion on the Scheme dated February 16th 2015 0btained from M/s Corporate Professionals Capital Private Limited, Merchant Bankers f) Complaints Report dated 23rd March, 2015 submitted by the Company to BSE and NSE and also uploaded on the Company Website. g) Form of Proxy and h) Attendance Slip were dispatched by the Applicant Company II / Amalgamated Company to all the 2,487 (Two Thousand Four Hundred Eighty Seven) Unsecured C .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

……. 5. As per the directions of this Hon ble Court in Order dated 13th July, 2015, pronounced on 03rd August, 2015, the quorum fixed for the meeting was 200 (Two Hundred) Unsecured Creditors in number and more than 25% in value of the total unsecured debt of the Amalgamated Company. On 11th September, 2015, at the scheduled time of meeting i.e. 2:30 P.M., the above stated quorum was not present, therefore the meeting was adjourned for half an hour in accordance with the Order. Pos .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ed to constitute a proper quorum of the meeting and the meeting was called to order . A list of Unsecured Creditors who attended the meeting along with the Attendance Slips are annexed hereto and marked collectively as ANNEXURE- "B"(COLLY). 13.3 Having regard to the aforesaid, it is quite clear that consents of the equity shareholders as well as the unsecured creditors of the transferee company are in accordance with law. The consents were obtained from requisite majority both in numbe .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

(Hindi) on 19.10.2015. An affidavit dated 29.10.2015, demonstrating service of the petition on the RD and establishing publication of citation along with the newspaper extracts, has been filed by the petitioners. 15. Further, petitioners have averred by way of the affidavit dated 15.02.2016, that subsequent to the publication of the notice in the petition, they have not received any objection or complaint qua the scheme. 16. Pursuant thereto, affidavit has been filed by the RD under Section394A .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t of RD, adverts to the fact that it has received information from the ROC vide report, dated 09.02.2016, which is indicative of the fact that the ROC has not made any adverse comments qua the scheme. 16.2 In so far as the RD is concerned, he appears to have no objection in the scheme being sanctioned. 17. As far as the OL s report is concerned, it has, inter alia, stated that no complaint qua the scheme has been received by him from any interested person or party. The OL has also averred that, .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

company, in service on the effective date, shall become the employees of the transferee company, on such date without any break or interruption in service and on terms and conditions as to remuneration not less favorable than those subsisting with reference to transferor company, as on the said date. 19. In terms of the provisions of Section 391 and 394 of the Act, and in terms of clause 4 of the scheme, the entire undertaking, properties, rights and powers of the transferor company, will stand .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

roposed scheme. These clauses read as follows: 5.4 Upon New Equity Shares being issued and allotted by the Amalgamated Company to the shareholders of the Amalgamating Company, in accordance with Clause 5.1 above, the investment held by the Amalgamating Company in the share capital of the Amalgamated Company shall, without any further application, act, instrument or deed stand cancelled. The shares held by the Amalgamating Company in dematerialized form shall be extinguished, on and from such iss .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ction. 21. Furthermore, as per clause 15 of the scheme, the transferor company shall stand dissolved without being wound up. 22. Accordingly, in view of the approval accorded to the scheme by the shareholders of the petitioners and creditors of the transferee company, and, given the fact, that the RD and the OL have not articulated any objections qua the scheme, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the schem .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

e Act, as well, and thus, result in confirmation of reduction in capital. Consequently, the provision made in the scheme, in clause 5.5, to the effect that there shall be no requirement of the transferee company, post amalgamation, that is, for amalgamating company, to add the words, and reduced as a suffix to its name post reduction in capital will also get triggered. The petitioners will, however, comply with all statutory requirements, as mandated in law. 24. A certified copy of the order, sa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

what is new what is new
  ↓     bird's eye view     ↓  


|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version