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2017 (1) TMI 906 - DELHI HIGH COURT

2017 (1) TMI 906 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Held that:- In view of the foregoing and upon considering the approval accorded by the members and creditors of the Petitioner/Amalgamating Company and the Amalgamated Company to the proposed scheme; the report filed by the Official Liquidator having not raised any objection to the proposed scheme; and in view of the circumstance that the objections raised by the Regional Director in its affidavit stand satisfied, there appears .....

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ng the proposed scheme, be filed with the ROC, within thirty (30) days of its receipt. - CO.PET. 697/2016 - Dated:- 10-1-2017 - MR. SIDDHARTH MRIDUL, J. For The Petitoiner : Mr. Abhinav Vashisth, Senior Advocate, Mr. Anirudh Das, Mr. Kamaljeet Singh, Mr. Manu Krishnan and Mr. Vikram Shah, Advocates For The OL : Ms.Aparna Mudiam, Assistant ROC, Mr. Rajiv Bahl, Advocate JUDGMENT SIDDHARTH MRIDUL, J. 1. The present petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (herein .....

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tion of this Court. 3. The Petitioner/Amalgamating Company was incorporated under the provisions of the Act, on 24.08.2005, with the Deputy Registrar of Companies, West Bengal. Thereafter, the Petitioner/Amalgamating Company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate, dated 02.12.2015, in this behalf, from the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 4. The Amalgamated Company was incorporated under the provi .....

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7; 17,70,00,000/-, divided into 1,77,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the Petitioner/Amalgamating Company is ₹ 13,18,50,610/- divided into 1,31,85,061 equity shares of ₹ 10/- each. 6. The present authorized share capital of the Amalgamated Company is ₹ 1,61,88,00,000/- divided into 13,68,80,000 equity shares of ₹ 10/-each aggregating to ₹ 1,36,88,00,000/- and 2,50,00,000 preference shares of ͅ .....

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n filed and the same are on record. The audited balance sheets as on 31.03.2015 of the Petitioner/Amalgamating Company and the Amalgamated Company, along with the reports of the auditors, have also been filed on record. 8. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated by the Petitioner/Amalgamating Company that the proposed amalgamation shall result in the following .....

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ion of value for the various stake holders and shareholders of the Petitioner/Amalgamating Company and the Amalgamated Company. 9. So far as the share exchange ratio is concerned, the proposed scheme provides that upon coming into effect thereof, no consideration shall be payable by the Amalgamated Company for the equity shares of the Petitioner/Amalgamating Company, since the Petitioner/Amalgamating Company is the wholly owned subsidiary of the Amalgamated Company. 10. It has been averred on be .....

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passed at the said meetings of the Board of Directors of the Petitioner/Amalgamating Company and the Amalgamated Company have been placed on record. 12. The Petitioner/Amalgamating Company and the Amalgamated Company had earlier filed Company Application (M) no.54 of 2016 seeking directions of this Court to dispense with the requirement of convening the meetings of the equity shareholders and unsecured creditors of the Petitioner/Amalgamating Company; and the meetings of the equity shareholders, .....

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out modification the proposed scheme. 14. Further, by way of the said application, being Company Application (M) no.54 of 2016, another prayer was sought, for dispensing with the requirement of filing a company petition by the Amalgamated Company, seeking sanction to the proposed scheme. It is observed that by way of the said order dated 27.07.2016, the requirement of filing a company petition by the Amalgamated Company, to seek grant of sanction to the proposed scheme, has also been dispensed w .....

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ting Company showing compliance regarding service on the Regional Director, Northern Region, Official Liquidator and Registrar of Companies and also regarding publication of citations in the aforesaid newspapers on 14.09.2016. 16. In response to the notices issued in the present petition, the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi has filed its affidavit dated 19.10.2016. At para 8 of the said affidavit, the Regional Director has stated that as regards the P .....

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becoming effective all pending proceedings as regards the Petitioner/Amalgamating Company w.r.t. the disputed liabilities on account of Sales Tax, Value Added Tax and Service Tax, shall be transferred to the Amalgamated Company and shall be continued by or against the Amalgamated Company. Further, the Amalgamated Company by way of said affidavit dated 04.11.2016 has undertaken that it shall, subject to available appellate remedies, be bound by orders passed by the relevant statutory authorities .....

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ons remain against the proposed scheme. 19. Pursuant to the notices issued in the present petition, the Official Liquidator has filed its report dated 07.10.2016 wherein, inter alia, it has been stated that the Official Liquidator has not received any complaint qua the proposed scheme from any interested person/party and that the affairs of the Petitioner/Amalgamating Company do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public intere .....

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approval accorded by the members and creditors of the Petitioner/Amalgamating Company and the Amalgamated Company to the proposed scheme; the report filed by the Official Liquidator having not raised any objection to the proposed scheme; and in view of the circumstance that the objections raised by the Regional Director in its affidavit stand satisfied, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed sch .....

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