TMI Blog2016 (12) TMI 1564X X X X Extracts X X X X X X X X Extracts X X X X ..... the working of the amalgamation. - S.B. Company Petition No.24/2016 - - - Dated:- 2-12-2016 - MR. ALOK SHARMA, J. For The Petitioner : Mr. Sandeep Taneja For The Official Liquidator : Mr. Gaurav Sharma For The Regional Director : Mr. S.K. Gupta, ROC cum OL BY THE COURT: Instant Company petition has jointly been filed by the petitioner companies under Sections 391-394 of the Companies Act, 1956 (hereinafter `the Act of 1956') seeking sanction of the scheme of amalgamation so as to binding on all the petitioner transferor companies and the transferee company and their respective shareholders and creditors. Counsel submits that the transferor company No.1 (Fine Mining (Granite) Private Limited) having its reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uthorised share capital of ₹ 25,00,00,000/- divided into 2,50,00,000 equity shares of ₹ 10/- only. The issued, subscribed and paid up share capital is ₹ 23,00,00,000/- divided into 2,30,00,000 equity shares of ₹ 10/- each. Copy of the audited balance sheet as on 31-3-2016 has been annexed as Annexure-5. The Board of Directors of the Transferor Companies have approved the Scheme of Amalgamation in their meeting held on 1-6-2016. Copies of the same are enclosed with the petition as Anexure-2 and 4. The Board of Directors of the Transferee company has approved the Scheme of Amalgamation in their meeting held on 1-6-2016. Copy of the resolution has annexed with the petition as Annexure-6. Meetings of shareholders a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Tax Act, 1961 as also the Accounting Standard-14. An affidavit to that effect has also been filed. The Official Liquidator attached to this court has also filed his report on 27-10-2016, wherein also it has been concluded that the affairs of the transferor companies have not been conducted in a manner prejudicial in the interest of its members, creditors and public at large and the Official Liquidator has no objection against the sanctioning of the scheme. Heard and considered the submissions made by the counsel for the petitioners, Regional Director as well as the Official Liquidator and examined the material available on record. The scope of the Company Court sitting over an application for sanctioning of amalgamation on an app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hereby declare the same to be binding on creditors and equity shareholders of transferor companies and the transferee company. The parties to the amalgamation or other persons interested shall be at liberty to apply to this court for any directions that may be necessary in regard to the working of the amalgamation. The order in prescribed Form No.42 be issued separately by the Registrar as per Rule 84 of the Companies (Court) Rules, 1959. The said companies may file with the Registrar of Companies a certified copy of this order within fourteen days. The Official Liquidator shall be entitled to ₹ 50,000/- in aggregate from the two transferor companies towards miscellaneous expenses. Further an amount of ₹ 20,000/- be pa ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
