TMI Blog2017 (1) TMI 1269X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. - CO.PET.1025/2016 - - - Dated:- 25-1-2017 - MR. SIDDHARTH MRIDUL J. J U D G M E N T SIDDHARTH MRIDUL, J. 1. The present petition has been filed jointly under Sections 391, 393 and 394 of the Companies Act, 1956 (hereinafter referred to as the Act ) by Aon Services India Private Limited (hereinafter referred to as Transferor Company No.1 ), Aon Specialist Services Private Limited (hereinafter referred to as Transferor Company No.2 ), Hewitt Human Resource Services Limited (hereinafter referred to as Transferor Company No.3 ), Hewitt Outsourcing Services India Limited (hereinafter referred to as Transferor Company No.4 ), Aon Consulting Private Limited (hereinafter referred to as Transferee/ Demerged Company ) and Aon HR Services India Private Limited (hereinafter referred to as Resulting Company ) seeking sanction of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e and Pension Services Private Limited vide certificate dated 01.01.1997 issued by the Registrar of Companies, Andhra Pradesh. The name of the company was changed to India Life and Pension Services Limited and a fresh certificate was issued on 21.08.1998 by the Registrar of Companies, Andhra Pradesh. Thereafter its name was changed to India Life Pension Services Limited and a fresh certificate was issued in this behalf on 29.10.1998 by the Registrar of Companies, Andhra Pradesh. Its name was further changed to India Life Hewitt Limited and a fresh certificate was issued on 06.12.2001 by the Registrar of Companies, Andhra Pradesh. Thereafter its name was changed to its present name and a fresh certificate was issued on 30.01.2004 by the Registrar of Companies, Andhra Pradesh. The registered office was shifted to Delhi and a fresh certificate was issued on 14.09.2004 by the Deputy/Assistant Registrar of Companies, NCT of Delhi and Haryana. 9. Transferee/Demerged Company was incorporated under the Act on 07.02.2008 and a certificate in this behalf was issued by the Assistant Registrar of Companies, Maharashtra. Thereafter the registered office was shifted to Delhi and a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... accounts for the year ended 31.03.2015, as well as the latest provisional financial statements up to 31.08.2016 of the Transferor Companies and the Transferee/Demerged Company have been enclosed with the application that earlier came to be filed being Company Application (Main) No.138 of 2016. 18. Copies of the Memorandum of Association and Articles of Association along with the Provisional financial statements up to 30.09.2016, of the Resulting Company have also been enclosed with Company Application (Main) No.138 of 2016. 19. Learned Counsel appearing on behalf of the Petitioner Companies has stated that no proceedings under sections 235 to 251 of the Act (or corresponding provisions of the Companies Act, 2013) are pending against them as on the date of institution of the present petition. 20. It has further been stated on behalf of the Petitioner Companies that the scheme has been approved by their respective Board of Directors (BOD). Copies of the resolutions dated 24.09.2016 of the Petitioner Companies, whereby the scheme has been approved have been filed with the present petition. 21. A copy of the Scheme has been enclosed with the petition and its salie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the Record Date in the following ratio: 793,536 equity share(s) of the face value of ₹ 10/- (Rupees Ten) each credited as fully paid up in the share capital of the Transferee Company for every 100 fully paid up equity share(s) of the face value of ₹ 10/- (Rupees Ten) each held in Transferor Company No.2. (c) Upon the effectiveness of Part III of the Scheme, and immediately prior to the amalgamation of Transferor Company No. 3 and Transferor Company No. 4 with the Transferee Company, the entire paid-up share capital of Transferor Company No.3 and Transferor Company No. 4 would be held by the Transferee Company. Therefore, upon Part IV of this Scheme becoming effective, the entire issued, subscribed and paid up share capital of Transferor Company No.3 and Transferor Company No.4 shall without any further application, act or deed stand cancelled on the Effective Date, and no shares will be issued or allotted by the Transferee Company with respect to the shares held by the Transferee Company in Transferor Company No. 3 and Transferor Company No. 4 in consideration for the amalgamation of Transferor Company No. 3 and Transferor Company No. 4 into the Transferee Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny person/party or to public interest. 27. Therefore, it has been stated on behalf of the OL that they would have no objections in the event this Court were to grant sanction to the proposed Scheme. 28. Further, the Regional Director has filed its affidavit dated 09.12.2016, raising no objections to the grant of sanction to the proposed Scheme and stating that the citations were uploaded on the website of the Ministry of Corporate Affairs on 21.11.2016. 29. It is noted that no objections to the proposed Scheme have been received from any person/party. 30. In view of the foregoing and in view of the approval accorded by the shareholders and creditors of the Petitioner Companies and the report filed by the Official Liquidator and the representation/affidavit filed by the Regional Director, whereby no objections to the Scheme have been raised, there is no impediment to grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. 31. In terms of the provisions of Sections 391 and 394 of the Act and in terms of the Scheme, (a) Transferor Company No. 1 shall amalgamate with Transferee/Demerged Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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