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2016 (8) TMI 570 - PUNJAB AND HARYANA HIGH COURT

2016 (8) TMI 570 - PUNJAB AND HARYANA HIGH COURT - TMI - Scheme of amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. - The Scheme of Amalgamation shall be binding on the Transferor and the Transferee Companies, their respective Shareholders, Creditors and all concerned. - Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and .....

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Gupta, Advocate For The Official Liquidator : Mr. Deepak Aggarwal, Advocate with Mr. D. K. Singh RAKESH KUMAR JAIN, J. Following order was passed by this Court on 23.02.2016:- In this petition under section 391 (1) of the Companies Act, 1956 (for short, 'the Act'), duly supported by affidavit, the petitioner- Transferee Company seeks dispensation of convening of the meetings of its shareholders and creditors and also dispensing with filing of the IInd Motion petition for the sanctioning .....

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at Faridabad (Haryana). Main objects of Petitioner Company/ Transferee Company are detailed in Memorandum and Articles of Association annexed with the petition as Annexure P-2. The Board of Directors of the Petitioner Company/ Transferee Company, the Non Petitioner/ Transferor Company No. 1 and Non Petitioner/ Transferor Company No. 2 have approved the Scheme of Amalgamation in their respective meetings held on 30.5.2015, 25.5.2015 and 29.5.2015, vide resolutions annexed as Annexures P-6, P-13 .....

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2143 Equity shareholders (Annexure P-8). The consent of the shareholders is not required, as the proposed Scheme does not affect the rights of the members of the Transferee Company and also does not involve reorganization of the share capital of the Transferee Company. The Petitioner Transferee Company has 3 Secured Creditors. The list of Secured Creditors and the certificate to this effect issued by BMGS & Associates, Chartered Accountants, as on 30.11.2015, are annexed as Annexures P-9 and .....

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the Petitioner Transferee Company on the ground that the proposed Scheme does not affect the rights of the members of the Transferee Company and also does not involve reorganization of the share capital of the Transferee Company. Further as both the Transferor Companies are wholly owned subsidiaries of the Transferee Company, upon sanctioning of the Scheme, the entire share capital of the Transferor Companies shall stand cancelled and no new shares shall be issued to the shareholders of the Tra .....

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. It has further been prayed that the Petitioner Transferee Company be exempted from filing the 2nd motion petition under section 391 (2) and 394 of the Act, as the Transferor Companies No. 1 and 2 are wholly owned subsidiaries of the Petitioner Transferee Company and there is no arrangement or compromise with the secured creditors, un-secured creditors and trade creditors and their rights shall remain un-affected by the proposed Scheme of Amalgamation. It has further been undertaken in the affi .....

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of the shareholders of the Transferee Company shall be carried out and as such no action is required to be taken at the end of the Transferee Company. Learned counsel for the Petitioner Transferee Company in this regard relies upon the decision of this Courts in Punjab Chemicals and Crop Protection Limited [2008] 84 CLS 33 (P&H) held as follows: ………It was noted that all the shares of the Transferor Companies are presently held by the Transferee Company, either in its nam .....

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Transferee Company. Since, no additional equity shareholders are going to be inducted, therefore, there will be no change in the voting rights of the share holders of the Transferee Company. The creditors of the Transferee Company were also not likely to be affected by the scheme, as the Transferee Company was a consistent profit making Company having an excess of assets over the liabilities to the extent of ₹ 7409.74 Lakhs after adjusting the excess liabilities of the Transferor-Companie .....

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ured and Unsecured Creditors of the Petitioner Company for the purpose of considering the 'scheme of Amalgamation' of the Transferorcompanies with the Petitioner-Company and the procedure requiring the filing of separate Company Petition for sanction of Scheme of Amalgamation of the Transferor -Companies with the Petitioner- Company under sections 391-394 of the Act were dispensed with by this Court. Thus, this Hon'ble Court also does not requires the Transferee Company (which is bei .....

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ed at Lucknow (Uttar Pradesh), separate petitions will be filed at Lucknow for the purpose. It was urged by learned counsel for the Petitioner- Transferee Company that availing synergies from combined resources will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation. Since, the Transferor Companies are wholly owned subsidiary of the Petitioner T .....

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rned, it would be appropriate to issue notice to the Regional Director, Ministry of Corporate Affairs, New Delhi. Notice be also published in the daily newspapers 'The Financial Express' (English) and 'Jansatta' (Vernacular) both Delhi/ NCR Editions and in the official Gazette of State of Haryana. Notice be also uploaded on the official website of the Official Liquidator. Learned counsel for the Petitioner Company is directed to supply a copy of the notice in the office of the Of .....

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Accounting Standard 14 related to pooling of interests Method as stated in Clause 15(a) of the Scheme of Amalgamation. The Regional Director has also observed in para No.12 of his representation/affidavit that there are some income tax matters pending before various authorities of Income Tax Department. In reply to the aforesaid observations made by the Regional Director, counsel for the petitioner-Transferee Company has submitted that the petitioner-Company shall comply with the provisions of .....

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feree Company will pay the same. The Petitioner-Transferee Company has confirmed that there are no investigation proceedings pending against them under Sections 235 to 251 of the Act and Under Section 210 of the Companies Act, 2013. For the reasons aforestated and on consideration of all the relevant facts and the procedural requirements in terms of Section 391-394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director, Ministry of Corporate Affairs, Ne .....

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