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2017 (1) TMI 866 - DELHI HIGH COURT

2017 (1) TMI 866 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Held that:- Considering the approval accorded by the equity shareholders and creditors of the Transferee Company to the proposed scheme and the affidavit filed by the Regional Director, Northern Region having not raised any objection to the proposed scheme, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, subject to sanction of the proposed scheme from the Court of competent juris .....

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UDGMENT SIDDHARTH MRIDUL, J. 1. The present petition has been filed under Sections 391(2) and 394 of the Companies Act, 1956 (hereinafter referred to as Act ) by Allengers Global Healthcare Private Limited (hereinafter referred to as Transferee Company ), seeking sanction to the proposed scheme of Amalgamation (hereinafter referred to as proposed scheme ) of Eros Fabricators Private Limited (hereinafter referred to as Transferor Company no.1 ) and Lakshya Research and Development Private Limited .....

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osed scheme has been filed by the Transferor Companies before the High Court of Punjab and Haryana at Chandigarh, being the competent Court exercising territorial jurisdiction over the Transferor Companies. 4. The Transferee Company was incorporated under the Act, on 17.09.2004, with the Registrar of Companies, N.C.T. of Delhi & Haryana under the name and style of Allengers Global Medicare Private Limited. Thereafter, the Transferee Company changed its name to its present name and consequent .....

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the Memorandum of Association and Articles of Association of the Transferee Company have been filed on record as annexures to Company Application (M) no.15 of 2016, earlier filed by the Transferee Company. The audited balance sheets of the Transferee Company, as on 31.03.2015, along with the report of the auditors, have also been filed. The same are on record. 7. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and detailed in the p .....

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eneficial utilization of these factors in the combined entity. (c) The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resource and enhancement of overall business efficiency. It will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and sec .....

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the shareholders' value of the Transferor and the Transferee Companies. (f) The scheme would ensure higher retained earnings leading to enhanced intrinsic value of shareholding to the investors. (g) The corporate restructuring resulting from the scheme will integrate all the activities leading to increased opportunities in all areas of business. (h) The amalgamated company would have stronger fundamentals which enhance its credit rating and resource raising ability in the financial markets. .....

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usiness of the said companies can be conveniently and advantageously combined together and in general the business of all the companies concerned will be carried on more economically and profitably if the scheme is implemented. (k) The said scheme will strengthen, consolidate and stabilize the business of the said companies and the resulting amalgamated company will be able to participate more vigorously and profitably in a competitive market. (l) The said scheme will enable the companies concer .....

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r as the share exchange ratio is concerned, the proposed scheme provides that upon coming into effect thereof, the Transferee Company shall issue and allot equity shares to the shareholders of the Transferor Companies in the following ratio: a. 18 (Eighteen) Equity Shares of ₹ 10/- (Rupees Ten) each of the Transferee Company for every 1 (One) Equity Share of ₹ 100/- (Rupees Hundred) each held in the Transferor Company No. I - EROS FABRICATORS PRIVATE LIMITED. b. l (One) Equity Share .....

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tors of the Transferor Companies in their separate meetings held on 03.11.2015; and the Transferee Company in its meeting held on 05.11.2015, have approved the proposed scheme. Copies of the resolutions passed at the Board of Directors meeting of the Transferor Companies and the Transferee Company have been placed on record. 11. To recapitulate, the Transferee Company had earlier filed Company Application (M) no.15 of 2016, seeking directions of this Court to dispense with the requirement of con .....

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e. Vide order dated 23.03.2016, notice in the present petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator alongwith a direction to the Transferee Company to supply a copy of the petition paper book to the Regional Director and the Official Liquidator in order to enable them to file their respective reply/report. Furthermore, notice of hearing was directed to be uploaded on the website of the Transferee Company, Official Liquidator and the Mini .....

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aforesaid newspapers and service of petition paper book on the Regional Director and the Registrar of Companies, has been filed by the Transferee Company. Copies of the newspaper clippings, regarding publication carried out on 02.06.2016 have also been filed alongwith the said affidavit. 13. In response to the notices issued in the present petition the Regional Director, Northern Region, Ministry of Corporate Affairs has filed its affidavit dated 17.08.2016 not raising any objection to the propo .....

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