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2016 (4) TMI 392 - DELHI HIGH COURT

2016 (4) TMI 392 - DELHI HIGH COURT - TMI - 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.

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duction 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. - CO. PET. 728/2015 - Dated:- 7-4-2016 - Rajiv Shakdher, J. For the Petitioner : Petition .....

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anction of the Scheme of Amalgamation (hereafter 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 .....

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transferee company and therefore, the scheme 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 petit .....

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there are no proceedings pending against them 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 .....

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respect to the meetings concerning said class 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 .....

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therefore, the meeting of the Equity Shareholders 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 .....

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hat in compliance of the directions of this 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 Sec .....

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ndia Limited ('NSE') conveying no objection 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 Tho .....

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ay of September, 2015 vide dairy no. 447783. ……. 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 ha .....

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ed Thirty Two) Unsecured Creditors were deemed 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 ob .....

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s; Business Standard (English) and Jansatta (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 .....

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been received, till date. 16.1 The affidavit 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 per .....

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7 provides that all employees of transferor 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 p .....

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incorporated in clause 5.4 and 5.5 of the proposed 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 .....

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suffix to its name consequent upon such reduction. 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. Co .....

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be an order under Section 100 and 103 of the 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 i .....

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