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TMI Blog2017 (1) TMI 1269X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of arrangement (hereinafter referred to as 'the Scheme') between the Transferor Companies, Transferee/Demerged Company and Resulting Company. 2. The Transferor Companies, Transferee/Demerged Company and Resulting Company are hereinafter collectively referred to as 'Petitioner Companies'. 3. The scheme of arrangement provides for an arrangement by and among the Transferor Companies, Transferee/Demerged Company and Resulting Company and their respective shareholders and creditors with respect to the: (a) Amalgamation of Transferor Company No.1 with Transferee/Demerged Company; (b) Amalgamation of Transferor Company No.2, Transferor Company No.3 and Transferor Company No.4 with Transferee/Demerged Company; and (c) Demerger of the Demerged Undertaking (as defined in the Scheme) from Transferee/Demerged Company to Resulting Company. 4. The registered offices of each of the Petitioner Companies are situated at Delhi, within the jurisdiction of this Court. 5. Transferor Company No. 1 was incorporated on 20.04.1995 under the Act under the name of Hewitt-Noble & Hewitt India Private Limited, which was subsequently changed to Hewitt Associates (India) Private Limited. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Deputy Registrar of Companies, NCT of Delhi and Haryana. 10. The Resulting Company was incorporated under the Companies Act, 2013 on 15.09.2016 and a certificate in this behalf was issued by the Deputy Registrar of Companies, NCT of Delhi and Haryana. 11. The authorized share capital of Transferor Company No.1 as on 31.03.2015 is Rs. 90,00,00,000/- divided into 9,00,00,000 shares of Rs. 10/- each. The issued, subscribed and paid up share capital as on 31.03.2015 is Rs. 61,72,00,000/- divided into 6,17,20,000 shares of Rs. 10/- each. 12. The authorized share capital of Transferor Company No.2 as on 31.03.2015 is Rs. 5,00,000/- divided into 50,000 shares of Rs. 10/- each. The issued, subscribed and paid up share capital as on 31.03.2015 is Rs. 1,00,000/- divided into 10,000 shares of Rs. 10/- each. 13. The authorized share capital of Transferor Company No.3 as on 31.03.2015 is Rs. 5,00,00,000/- divided into 4,00,00,000 shares of Re.1/- each and 1,00,00,000 Non-Cumulative Non Participating Redeemable Preference Shares of Re.1/- each. The issued, subscribed and paid up share capital as on 31.03.2015 is Rs. 74,25,855/- divided into 5,25,855 shares of Re.1/- each and 69 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lgamation of Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 with the Transferee Company) shall take effect and be operative after coming into effect of Part III (that deals with the amalgamation of Transferor Company No. 1 with the Transferee Company) of the Scheme; and Part V (that deals with the demerger of the Demerged Undertaking to the Resulting Company) of the Scheme shall take effect and be operative after coming into effect of Part IV of the Scheme. 22. So far as the share allotment ratio is concerned, the Scheme provides as follows: "(a) Upon the Scheme becoming effective and in consideration for the transfer and vesting of Transferor Company No. 1 in the Transferee Company, the Transferee Company shall issue and allot equity shares in its share capital at par, credited as fully paid up to the extent indicated below, to the shareholders of Transferor Company No.1 excluding the Transferee Company (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company No.1 whose names appear in the register of member ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 000 (Ten Thousand) Equity shares of Rs. 10/- ( Rupees Ten) each in its share capital at par, credited as fully paid up to the equity shareholders of the Transferee Company (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferee Company) whose names appear in the Register of Members of the Transferee Company on the Record Date, in proportion of the number of equity shares held by the shareholders in the Transferee Company." 23. The Petitioner Companies by way of Company Application (Main) No. 138 of 2016 sought directions of this Court for dispensation of meetings of the shareholders, secured creditors and unsecured creditors of the Petitioner Companies. This Court vide order dated 30.09.2016 dispensed with the requirement of convening meetings of the shareholders, secured creditors and unsecured creditors of the Petitioner Companies. 24. Thereafter, the present petition came to be filed by the Petitioner Companies. Notice in the present petition was issued to the Official Liquidator, the Regional Director and the Registrar of Companies vide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esulting Company, as on the Appointed Date (as defined in the Scheme) without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company and all liabilities and duties of the Demerged Undertaking be transferred to the Resulting Company without any further act or deed. 32. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. 33. It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from, payment of stamp duty or, taxes or, any other charges, if, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 34. The Petitioner Companies will comply with all the statutory requirements in accordance with law. 35. A cert ..... X X X X Extracts X X X X X X X X Extracts X X X X
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