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TMI Blog2016 (2) TMI 1255X X X X Extracts X X X X X X X X Extracts X X X X ..... . Ravi Bassi, Advocate for the petitioners. Mr. Sanjay Bose, Dy. Registrar of Companies for the Regional Director. Mr. Rajiv Bahl, Advocate for the Official Liquidator. JUDGMENT Sudershan Kumar Misra, 1. This joint petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the amended Scheme of Amalgamation of Estio Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 1); Fadey Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 2); Farica Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 3); Gareth Builders & Constructions Private Limited (hereinafter referred to as the transferor company no. 4); Goodvalue Properties Private Limited (hereinafter referred to as the transferor company no. 5); Harinakshi Estates Developers Private Limited (hereinafter referred to as the transferor company no. 6); Kimothy Builders and Developers Private Limited (hereinafter referred to as the transferor company no. 7); Mayukhi Real Estates Private Limited (hereinafter referred to as the transfero ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... yana at New Delhi. 11. The transferor company no. 9 was incorporated under the Companies Act, 1956 on 28th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 12. The transferor company no. 10 was incorporated under the Companies Act, 1956 on 27th May, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 13. The transferor company no. 11 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 14. The transferor company no. 12 was incorporated under the Companies Act, 1956 on 10th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 15. The transferor company no. 13 was incorporated under the Companies Act, 1956 on 30th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 16. The transferor company no. 14 was incorporated under the Companies Act, 1956 on 17th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 17. The transferor company no. 15 was incorporated under the Companies Act, 1956 on 16th March, 2006 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd paid-up share capital of the company is Rs. 4,28,660/- divided into 42,866 equity shares of Rs. 10/- each. 27. The present authorized share capital of the transferor company no.9 is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 28. The present authorized share capital of the transferor company no.10 is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 29. The present authorized share capital of the transferor company no.11 is Rs. 84,00,000/- divided into 8,40,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 83,93,510/- divided into 8,39,351 equity shares of Rs. 10/- each. 30. The present authorized share capital of the transferor company no.12 is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- div ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . So far as the share exchange ratio is concerned, the Scheme provides that since all the transferor companies are direct or indirect wholly owned subsidiaries of the transferee company, therefore, the entire share capital of all the transferor companies shall automatically stand cancelled and extinguished, upon sanction of the Scheme and the transferee company shall not allot any shares to the shareholders of the transferor companies. 38 It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the transferor and transferee companies. 39. The Board of Directors of the transferor companies and the transferee company in their separate meetings held on 11th March, 2014 and 12th March, 2014 respectively have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 40. The petitioner companies had earlier filed CA (M) No. 89/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their equity s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor companies shall become the employees of the transferee company, without any break or interruption in their services. He has further submitted that in Clauses 4.10 of Part-IV of the Scheme, it has been stated that the transferee company shall follow the Accounting Standards and Principles issued by Institute of Chartered Accountants of India. He further submitted that in Clause 17.1 of Part-IV of the Scheme, it has been stated that upon this scheme becoming effective, the transferor companies shall stand dissolved without the process of winding up. 44. The Regional Director in para 8 of his report has stated that various letters have been received from the Income Tax Department stating as under: (i) the Income Tax Department must be permitted to retain its recourse for recovery in respect of any existing or future tax liabilities of the transferor companies or the transferee company, in respect of the assets so sought to be transferred under the proposed Scheme, and this protection must be made explicit by this Court in its final order and has to bind all the parties to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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