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TMI Blog2008 (5) TMI 427X X X X Extracts X X X X X X X X Extracts X X X X ..... dance with law in regard to increase in the share capital of the transferee-company. Upon sanction becoming effective and from the appointed date, the transferor Company shall stand dissolved without its formal winding up. - COMPANY PETITION NO. 44 OF 2008 - - - Dated:- 5-5-2008 - S.N. AGGARWAL, J. Rajiv Kr. Goel, R.D. Kashyap and Ms. Manisha Tyagi for the Appearing Parties. ORDER 1. M/s. Sunehari Financial Services Pvt. Ltd. (hereinafter to be referred as the transferor-company ) and M/s. Sunehari Exports Ltd. (hereinafter to be referred as the transferee-company ) have jointly filed this petition under sections 391(2) and 394 of the Companies Act, 1956 seeking sanction of the proposed scheme of amalgamation f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a at New Delhi. The name of the company was changed to its present name M/s. Sunehari Exports Ltd. and a fresh certificate of incorporation was issued by the Registrar of Companies on 28-5-1992. 6. The registered office of the transferor-company as well as that of the transferee-company are situated at Delhi, within the territorial jurisdiction of this Court. 7. The transferor-company and the transferee-company had earlier filed a Company Application being Co. A. (M) No. 177/2007 which was allowed vide order passed by this Court on 17-12-2007. This Court vide its order passed on 17-12-2007 had dispensed with the requirement of convening and holding of meetings of the equity shareholders and the unsecured creditors of the trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e has not received any complaint against the proposed scheme of amalgamation from any person/party interested in the scheme in any manner. He has further stated in his report that in his view the affairs of the transferor-company do not appear to have been conducted in the manner which is prejudicial to the interest of its members, creditors or public interest as enshrined in the second proviso to section 394(1) of the Companies Act, 1956. 10. Pursuant to the service of notice on the Regional Director (Northern Region), he too has filed his report in the form of his affidavit sworn on 2-5-2008 at Noida. In Para 4.1 of the affidavit filed by the Regional Director (Northern Region), he has stated that the transferee-company viz. M/s. Su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amalgamation of the transferor-company with the transferee-company, is approved by this Court. 13. Para 7 of the proposed scheme of amalgamation contains a provision for protecting the employees of the transferor-company on its roll by providing that all the employees of the transferor-company on its roll on the effective date would become the employees of the transferee-company with all benefits including benefit of continuity of service on same terms applicable to them on such date. This Court is of the opinion that no prejudice is likely to be caused to the employees of the transferor-company by approving the proposed scheme of amalgamation which provide for amalgamation of the transferor-company with the transferee-company. 14. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of administrative responsibility and multiplicity of records and legal and regulatory compliances and thereby provide effective management and unified control of operations. The scheme of amalgamation also provides that on approval of the said scheme and its becoming effective, the transferor-company shall stand dissolved without winding up. 17. In view of the above and having regard to the facts and circumstances of the case there does not appear to be any legal impediment in sanctioning the proposed scheme of amalgamation. Consequently, sanction is hereby granted to the proposed scheme of amalgamation under sections 391 and 394 of the Companies Act, 1956 for amalgamation of the transferor-company with the transferee-company. The cer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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