TMI Blog2013 (11) TMI 1706X X X X Extracts X X X X X X X X Extracts X X X X ..... averred that the Transferor and Transferee Companies are registered under the Companies Act, 1956 and their registered offices are situated in the New Delhi and State of Haryana, respectively. 3. Main object of Transferor and Transferee Companies are detailed in their respective Memorandum and Articles of Association annexed with the petition Annexure P-4 and P-1, respectively. 4. The Board of Directors of the Transferor and Transferee Companies have approved the Scheme of Amalgamation in their respective meetings held on 13.02.2013, vide resolution at Annexure P-6 and P-3, respectively. 5. Para 7 of the affidavit of Mr. Munish Kakra, Vice-president Company Secretary of the Transferee Company reveals that the Authorised ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror Company is its wholly owned subsidiary and there is no arrangement or compromise with the secured creditors, un-secured creditors and trade creditors and their rights shall remain un-affected by the proposed Scheme of Amalgamation. 8. It is also averred that upon sanctioning of the Scheme, the entire Share Capital of the Transferor Company will stand cancelled and that the proposed Scheme will not affect the rights of the Members or Creditors of the Transferee Company. Since, no additional Equity Shareholders are to be issued, hence no change in the voting rights of the shareholders of the Transferee Company shall be carried out and as such no action is required to be taken at the end of the Transferee Company. 9. The Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee Company was required to be issued or allotted to the members of the Transferor Companies, as upon sanctioning of the scheme, the entire Share Capital of the Transferor Companies will stand cancelled. It was also noted that, the proposed Scheme was not going to affect the rights of the Members or Creditors of the Transferee Company and also does not involve reorganization of the share capital of the Transferee Company. Since, no additional equity shareholders are going to be inducted, therefore, there will be no change in the voting rights of the share holders of the Transferee Company. The creditors of the Transferee Company were also not likely to be affected by the scheme, as the Transferee Company was a consistent profit making ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner to move second motion petition. Consequently, filing of second motion petition for sanctioning of the Scheme of Amalgamation is dispensed with, however, without prejudice to the rights of any interested person, if found to have been affected, at a later stage. 11. It was urged by learned counsel for the Petitioner-Transferee Company that availing synergies from combined resources will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation. 12. Since, the Transferor Company is wholly owned subsidiary of the Transferee Company and no new shares are being issued rights of shar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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