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TMI Blog2005 (3) TMI 482X X X X Extracts X X X X X X X X Extracts X X X X ..... meetings, the report of the Chairman of the said meetings dated 19-4-2004 as to the result the said meetings, and upon hearing Sri Satwinder Singh, Advocate assisted by Sri Piyush Agarwal, Advocate for the petitioner and the Official Liquidator and it appearing from the reports that approving the proposed Scheme of Amalgamation was passed by 10 per cent of the value of the Unsecured Creditors of the Transferor and Transferee-Companies present and voting in person or by proxy. This Court Doth Order the proposed Scheme of Amalgamation, annexed as Annexure-A to the Company Petition at page 12 of the Paper Book of the Company Petition, is hereby sanctioned as per the provisions of sections 391 and 394 of the Companies Act, 1956. In view of the sanction of the proposed Scheme of Amalgamation, it is directed, as per the provisions of section 394(2) of the Companies Act, 1956, that all the properties, rights, interests and powers of the Transferor- Company and all the liabilities, obligations, duties and engagement of the Transferor-Company shall be transferred to and vested in the Transferee-Company as per the terms of the Scheme of Amalgamation. Certified copy of the order will be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed. The Scheme is made pursuant to the provisions of sections 391 to 394 and other relevant provisions of the Companies Act, 1956 ( the Act ). Definitions 2. In the Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given below : ( a )"Act" means the Companies Act, 1956 or any amendments thereto or re-enactment thereof. ( b )"Appointed Date" for the purposes of the Scheme means the 1st Day of April, 2003 or such other date(s) as the Hon ble High Court may direct. ( c ) "Effective Date" shall be the last of the following dates or such other dates as the Court may direct, namely : ( i )the date on which certified copies of the Order of the High Court under section 394 of the Act are filed with the Registrar of Companies, Uttar Pradesh and Uttaranchal at Kanpur, or ( ii )the date on which last of the consents, approvals, sanctions and/or orders as are hereinafter referred to in para 6.3 of this Scheme have been obtained, whichever is later. ( d )"High Court" means the High Court of Judicature at Allahabad or National Company Law Tribunal or any other relevant authority empowered to approve the Scheme. ( e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies have thought it appropriate to amalgamate the Transferor-Company with the Transferee-Company. On amalgamation, the amalgamated company would be in a better position to generate surplus funds to enable planning for further growth in the business. The amalgamation will result in improved asset base, and enable the Transferee-Company to raise resources for future growth and expansion of the business. Share Capital 4. The position of authorized, issued, subscribed and paid-up capital of the companies as on 31-3-2003 is as under : Name of the Company Authorised Share Capital Issued Subscribed and Paid-Up Capital KTC Private Limited (Transferor-Company) Rs. 10,000 (Rs. Ten lakhs only) consisting of 10,000 Equity Shares of Rs. 100 each. 4,044 Equity Share of Rs. 100 each Fully Paid-up aggregating to Rs. 4,04,400 Leayan Overseas Private Limited (Transferee Company) Rs. 4,00,00,000 (Rupees Four crores only) consisting of 1,25,000 equity shares of Rs. 100 each aggregating to Rs. 1,25,00,000 and 2,75,000 preference shares of Rs. 100 each aggregating to Rs. 2,75,00,000 Rs. 3,51,66,300 (Ruppes three crore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferred and vested in and/or be deemed to be transferred to and vested in the Transferee-Company pursuant to an order being made thereof under section 394 of the Act. 5.3 ( a ) With effect from the Appointed Date and upon the Scheme becoming effective, the land with the buildings standing thereon, if any, held by Transferor-Company and any documents of title/rights and easements in relation thereto shall be vested in and transferred to and/or be deemed to have been transferred to and vested in the Transferee-Company and shall belong to the Transferee-Company. With effect from the Effective Date, the Transferee-Company shall be liable for ground rent and municipal taxes in relation to properties subject to such taxes, if any. The mutation of title to the immovable properties shall be made and duly recorded by the appropriate authorities pursuant to the sanction of the Scheme and upon the Scheme becoming effective in accordance with terms hereof in favour of the Transferee-Company. ( b ) Since the entire issued, subscribed and paid-up capital of each of the Transferor-Company is held by the Transferee-Company, the vesting of properties from each of the Transferor-Company to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such forms shall be allowable to the Transferee-Company in the same manner and to the same extent as available to the Transferor-Company. 5.6 On the coming into effect of the Scheme, ( a )all motor vehicles of any nature whatsoever comprised in or relatable to the Transferor-Company, as the case may be, shall vest in the Transferee-Company and appropriate Governmental and Registration Authorities shall mutate and register the said vehicles in the name of Transferee-Company as if the vehicles had originally been registered in the name of Transferee-Company. ( b )all patents, trademarks, copyrights registered with the authorities concerned or applications submitted at any time on or before the Effective Date by the Transferor-Company shall stand transferred and vested along with the undertaking in the name of Transferee-Company without any further act or deed. The Transferee-Company, however, shall, after the Scheme becoming effective, file the relevant intimation with the concerned statutory authority(ies) who shall take them on record pursuant to vesting orders of the sanctioning authority. 5.7 The undertaking of the Transferor-Company, which will become part of the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o give effect to the provisions of this clause. ( b )With effect from the Appointed Date and upon the Scheme becoming effective, the Transferee-Company shall take all steps reasonably necessary to enter into new or a mendatory loan or security agreements or instruments and the likes as may be necessary with the creditors, such that the Transferee-Company shall assume the sole responsibility for repayment of borrowings allocated to it under the Scheme. ( c )All debentures, bonds, notes or other securities, other than equity share capital, issued by the Transferor-Company, if any, either before the Appointed Date or after the Appointed Date till the Effective Date (hereinafter referred to as "Transferor s Securities") shall without any further act, instrument or deed become securities of the Transferee-Company and all rights, powers, duties and obligations in relation thereto shall be and stand vested in and shall be exercised by or against the Transferee-Company as if it were the Transferor-Company in respect of the Transferor s Securities so transferred. ( d )In respect of the shares issued by the Transferor-Company and held by the Transferee-Company or vice versa, the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree-Company. 5.13 Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature to which the Transferor-Company is a party or to the benefit of which the Transferor-Company may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour of the Transferee-Company, as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor-Company, the Transferee-Company had been a party or beneficiary or obligee thereto. The Transferee-Company shall, wherever necessary, enter into and/or issue and/or execute deeds, writings or confirmations, enter into any tripartite arrangements, confirmations or novations to which the Transferor-Company will, if necessary, also be a party in order to give formal effect to the provisions of this clause. 5.14 ( a ) There will be no issue and allotment of shares by the Transferee-Company in consideration of amalgamation of the Transferor-Company with the Transferee-Company as the entire issued, subscribed and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Private Limited for which the Transferee-Company has obtained an availability of name from the Registrar of Companies vide letter No. 19/STAT/94/A/24454/01639, dated 22-8-2003. The availability of said name is valid for a period of six months. The Transferee-Company will seek further extension for the availability of said name if the Scheme does not become effective till expiry of the said letter of availability of name or any further extension thereof. The Transferee-Company shall pay to the Registrar of Companies requisite fee, if any, which is required to be paid for effecting changes of name. Upon the Scheme becoming effective, the name of the Transferee-Company (Leayan Overseas Private Limited) would be changed to Ghari Industries Private Limited without any further act or deed. 5.17 ( a ) The approval to this Scheme of Amalgamation by the shareholders shall also be deemed to have the approval of the shareholders under sections 3,11,00,101, and other applicable provisions of the Act. ( b ) The resolutions, if any, of the Transferor-Company which are valid and subsisting on the Effective Date shall continue to be valid and subsisting and be considered as resolutions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mation and for dissolution of the Transferor-Company without winding up and for convening and/or seeking exemption to convene the meeting of the shareholders and/or of the creditors, and to obtain all other approvals as may be required under law. 6.2 Modifications/Amendments to the Scheme : ( a )The Transferor-Company and the Transferee-Company by their respective Board of Directors either by themselves or by any committee constituted by the Board of Directors in this behalf may make or assent from time to time on behalf of all persons concerned to any extension, modification or amendments of this Scheme or any of conditions or limi- tation which the Court and/or any authorities/persons may deem fit to approve of or impose and to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things necessary for putting the Scheme into effect. ( b )For the purpose of giving effect to this Scheme or to any modification or amendments thereof, the Board of Directors of the Transferee-Company or any Committee constituted by the Board of Directors in this behalf may give and are autho- rized to give all such direc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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