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In Re : M/s. Integrated Enterprises (India) Ltd, M/s. Integrated Registry Services Ltd., M/s. IEP Insurance Broking Services Private Ltd., M/s. Integrated Registry Management Services Private Ltd.

2016 (7) TMI 410 - MADRAS HIGH COURT

Demerger scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme as framed is not violative of any statutory provisions. - The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with. - C. P. Nos .....

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petitions and the amended Scheme is enclosed along with the affidavit dated 11.4.2016. 2. M/s.Integrated Enterprises (India) Limited, the petitioner in C.P.No.543 of 2015 is the first Demerged company, M/s.Integrated Registry Services Limited, the petitioner in C.P.No.544 of 2015 is the second Demerged Company; M/s.IEP Insurance Broking Services Private Limited, the petitioner in C.P.No.545 of 2015 is the third Demerged Company and M/s.Integrated Registry Management Services Private Limited, the .....

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spect of the respective Demerged Companies, in C.A.No.1149 of 2015 in respect of the Resulting Company - this Court dispensed with the convening, holding and conducting of the meeting of the shareholders of the Demerged Companies and Resulting Company respectively, for the purpose of considering and if thought fit approving with or without modification the scheme. 3.2. It is stated that Demerged Copmany Nos.2 and 3 have no secured creditors, a circumstance which holds good for the Resulting Comp .....

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the meeting of its Secured Creditors, for the purpose of considering and if thought fit approving with or without modification the scheme. 4. The Board of Directors (BODs) of the Demerged Companies and the Resulting company vide two separate resolutions of even date i.e., 24th July 2015, considered and approved the scheme. The copies of the BODs are appended as Annexure '13' to these petitions. 5. The petitioners state that no investigation proceedings are pending against them under Sect .....

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the Company Petition has been pending for enquiry and hearing. I state that in this process, the financial hear 2015-16 has ended. The Appointed Date as proposed in the Scheme was 1st April 2015. This date was adopted on the basis that the financial year closest to the time of proposal of the Scheme was 31/3/2015, and it was anticipated that the Court processes relating the Scheme would be concluded by 31/3/2016. However, and since this did not transpire, and the financial year has also ended i .....

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Consent Affidavits reflecting such position are enclosed herewith collectively as Annexure 1 ('colly'). I state that none of the creditors, the shareholders, or the companies involved in the Scheme would be adversely affected or prejudiced by such amendment i.e. Change in the Appointed Date from 1/4/2015 to 1/4/2016. 5. I state that a copy of the amended Scheme placed for the consideration of this Hon'ble Court, with an amended Appointed Date of 1/4/2016, as also reflecting the amend .....

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rs has filed his report with the following observations: (a) The clause 12 of the scheme provides for the conversion of the Public Limited Demerged companies (1) and (2) into Private Ltd., Companies. The companies may be directed to amend the Articles of Association and file relevant e Forms with the ROC, Chennai. (b) The change of Public Limited Demerged companies (1) and (2) to Private Ltd., companies amounts to Change of Name, hence the companies may file eForm in INC 27 with ROC, Chennai. (c .....

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of the Public Limited Demerged Companies 1 and 2 in toto to Private Limited companies would require amendment to be made to the Articles of Association. In this behalf, the Regional Director further stated that relevant e-forms would have to be filed with the Registrar of Companies, Chennai. 7.2. Second that the Scheme involves re-structuring of paid-up capital of Demerged Companies 1 and 2, whereby a reduction in the face value of equity shares would be brought about from ₹ 10/- per shar .....

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by the only change in the name of the new entity is the deletion of the word Private does not require the approval of the Central Government, as Chapter V of the Companies Act, 1956, dealing with the compromise, arrangement or amalgamation, is the complete code by itself. For better appreciation, I extract hereunder the relevant portion of the order: As regards the second objection as to the change of name and necessity for compliance of Sections 20 to 23 of the Companies Act as well as the co .....

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cease to exist to bring into existence any new company. In the scheme of things to emerge on an amalgamation, two transferor companies are united with the transferee company. The scheme herein contemplates a change in their name as well as in status as a public company. In the face of such facts, the question is whether the petitioner is to be subjected to the procedure under Section 21 of the Companies Act. This section requires special resolution to be passed on the proposed change of name of .....

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dently, a similar view was taken by this Court in C.P.Nos.133 to 135 of 2006 by order dated 19.08.2006. 8.2. Furthermore, the petitioners have also undertaken to amend the Articles of Association and file necessary e-Forms with the concerned Registrar of Companies, Chennai. 8.3. Having regard to the aforesaid, according to me, the aforesaid concern/objection, if it may be called one of the Regional Director, is suitably taken care of. 9. As regards the second objection, insofar as the reduction .....

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le a separate application for reduction in capital. 9.2. As noted above, there are no secured creditors in Demerged Company No. 2 and 3 and in the Resulting Company. Insofar as the Demerged Company No.1 is concerned, there are four secured creditors, who have given their consent. Therefore, grant of approval to reduction in share capital as a part of the Scheme should present no difficulty. 9.3. This apart, the petitioners have once again undertaken to amend the capital clause in the Memorandum .....

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