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TMI Blog2004 (2) TMI 384X X X X Extracts X X X X X X X X Extracts X X X X ..... fety equipments, etc. Clause III(A) 14 of the Memorandum of Association enables the Transferor Company to amalgamate with any other company or companies having objects altogether or in parts similar to it. 3. The authorized share capital of the Transferor Company is Rs. 90,00,000 divided into 90,000 equity shares of Rs. 100 each and the entire capital has been fully issued, subscribed and paid up. 4. The Transferee Company was incorporated on 29-8-1986 under the provisions of the Companies Act as a Public Limited Company in the name and style of M/s. Sab Nife Power Systems Limited. Subsequently, the name was changed to the present one. The Transferee Company, as is reflected by its Memorandum of Association, was incorporated with the main objects of carrying on the business of manufacture of cells, batteries, energy storage devices, etc. 5. The authorized share capital of the Transferee Company is Rs. 21,00,00,000 divided into 2,10,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the Transferee Company is Rs. 20,07,23,230 divided into 2,00,72,323 equity shares of Rs. 10 each. 6. Pursuant to the approval of the scheme of arrang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al for the proposed Scheme of Amalgamation as required under clause 24 of the Listing Agreement, they have not received their consent letters, is concerned, the learned counsel for the Transferee Company filed letter dated 23-6-2003 addressed by the Hyderabad Stock Exchange to the Transferee Company indicating their no objection to the Transferee Company preferring any application to this Court with respect to the Scheme of Arrangement. Insofar as consent letter from Mumbai Stock Exchange is concerned, he submitted that their consent is awaited. He, however, stated that what all the Transferee Company agreed to under the Listing Agreement in clause 24 is that it shall file the scheme/petition that is proposed to be filed by it before any Court or Tribunal under sections 391, 394 and 101 of the Companies Act, 1956, with the Stock Exchange, for their approval, one month before it is presented to the Court or Tribunal, and inasmuch as the present Company Petitions have been filed after the expiry of one month from the date it addressed letters to the Stock Exchanges of Hyderabad and Mumbai, their consent is only formal and not mandatory. He also filed the Certificate dated 19-6-2003 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s presented to the Court or Tribunal. ( g )The company agrees to ensure that any scheme of arrangement/amalgamation/merger/reconstruction/reduction of capital, etc., to be presented to any Court or Tribunal does not in any way violate, or circumscribe the provisions of Securities Laws or the Stock Exchange requirements. Explanation : For the purposes of this sub-clause, securities laws mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc., made under these acts and the listing agreement. ( h )The company agrees that in the explanatory statement forwarded by it to the shareholders under section 393 or accompanying a proposed resolution to be passed under section 100 of the Companies Act, it shall disclose the pre and post-arrangement or amalgamation (expected) capital structure and shareholding pattern." A reading of the aforementioned sub-clauses would disclose that under sub-clause ( f ) what the company had agreed is that at least a month before it presents a scheme/petition unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -arrangement or amalgamation (expected), capital structure and shareholding pattern. This apart, the Transferee Company to prove that the scheme of arrangement does not violate, override or circumscribe the provisions of the securities laws, has filed the certificate dated 19-6-2003 issued by Sri. Y. Ratan Kumar, Practising Company Secretary, certifying to the following effect : "On a perusal of the Scheme of Amalgamation of Compact Power Sources Private Limited with HBL Nife Power Systems Limited and on the basis of information and explanations given to me, I certify that the said Scheme of Amalgamation does not in any way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Companies Act, 1956, the Rules, Regulations and guidelines made/notified, under these Acts and the provisions/clauses of Listing Agreement or the requirements of the Stock Exchanges." In the above view of the matter, no serious objection can be taken to the Transferee Company in not receiving the No Objection letter from the Stock Exchange of Mumbai, and moreso when the Transferee Company had filed the let ..... X X X X Extracts X X X X X X X X Extracts X X X X
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