GST Helpdesk   Subscription   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
GST - Acts SGST - Acts GST - FAQ GST Rates, Exemption CGST Notif. IGST Notif. Exempt Income Salary income
Extracts
Home List
← Previous Next →

2017 (2) TMI 129 - DELHI HIGH COURT

2017 (2) TMI 129 - DELHI HIGH COURT - TMI - Scheme of amalgamation - Held that:- In view of the approval accorded by the shareholders and creditors of the Petitioner Companies and the representation/affidavit filed by the Regional Director, and the report of the OL, raising no objections to the proposed Scheme; there appears to be no impediment to grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme the provisions of section 391 to 394 of the Act. - Notwith .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

y 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. - CO.PET. 626/2016 - Dated:- 30-1-2017 - MR. SIDDHARTH MRIDUL J. Mr. Dhruv Gupta and Mr. Ashutosh Gupta, Advocates for the Petitioners. Ms. Aparna Mudiam, Assistant ROC. Mr. Ashish Makhija, Advocate for the OL. J U D G M E N T SIDDHARTH MRIDUL, J.

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

er referred to as the Scheme ) for the amalgamation of the Transferor Companies with the Transferee Company. 2. The registered offices of each of the Petitioner Companies are situated at Delhi, within the jurisdiction of this Court. 3. Transferor Company No.1 was incorporated under the Act and a certificate in this behalf was issued on 17.11.1994 by the Additional Registrar of Companies, NCT of Delhi and Haryana at New Delhi under the name of Marvel Corporate Services Priva .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ame of Transferor Company No.2 was changed to its present name and a fresh certificate in this behalf was issued on 28.11.2015 by the Assistant Registrar of Companies, NCT of Delhi and Haryana. 5. The Transferee Company was incorporated under the Act vide certificate of incorporation dated 06.04.2000, issued by the Assistant Registrar of Companies, NCT of Delhi and Haryana. 6. The authorized share capital of Transferor Company No.1 as on 31.03.2015 is ₹ 10,00,000/- di .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

0,000 shares of ₹ 10/- each. 8. The authorized share capital of the Transferee Company as on 31.03.2015 is ₹ 20,00,000/- divided into 1,60,000 equity shares of ₹ 10/- each and 40,000 preference shares of ₹ 10/- each. The issued, subscribed and paid up share capital of the Transferee Company as on 31.03.2015 is ₹ 6,55,000/- divided into 65,500 equity shares of ₹ 10/- each. 9. Copies of the Memorandum of Association and Articles of Associat .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ompanies Act, 2013) are pending against them as on the date of institution of the present petition. 11. 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 25.02.2016 of the Petitioner Companies, whereby the scheme has been approved have been filed with the present petition. 12. A copy of the Scheme has been enclosed with the petition and its salient .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

nergy for consolidation of the combined entities. c) Independent operations of Transferor Companies and Transferee Company leads to incurrence of significant costs and thus the amalgamation would enable economies of scale by attaining critical mass and achieving cost saving. d) The amalgamation would also provide the Transferee Company with sustain growth by increasing market share and gaining access to additional customers. e) The amalgamation would also enable .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ase to undertake the business more advantageously. 13. So far as the share exchange ratio is concerned, the same has been stated to be as follows: · The Transferee Company shall issue and allot 10 Equity shares of face value of ₹ 10/- each in the Transferee Company for every 100 Equity Shares of face value ₹ 10/- each held by them in Transferor Company No.1. · The Transferee Company shall issue and allot of 3 Equity shares of face value .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ders of each of the Petitioner Companies (there being no secured and unsecured creditors of any of the Petitioner Companies). 15. Thereafter, the present petition came to be filed by the Petitioner Companies. Notice in the present petition was issued to the Official Liquidator, Regional Director and the Registrar of Companies vide order dated 29.07.2016. Further, this Court by way of the said order directed that the citations be published in the Delhi editions of Business Standard (En .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

o the proposed scheme and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interests of its members or public interest. 18. Therefore, the OL is stated to have no objections if this Court were to grant sanction to the proposed Scheme. 19. Pursuant to the notice being issued in the Petition, the Regional Director has filed its representation/affidavit dated 06.12.2016, not raising any objections to the grant of .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version