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TMI Blog2015 (3) TMI 240X X X X Extracts X X X X X X X X Extracts X X X X ..... losed with the Petition. 2. The registered office of the Transferor Company is situated at New Delhi, within the jurisdiction of this Hon'ble Court. The registered office of the Transferee Company is situated at Chennai which is outside the jurisdiction of this Court. 3. Details with regard to the date of incorporation of the Petitioner Company, their authorized, issued, subscribed and paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Accounts for the year ending 31st March 2013 of the Petitioner Company have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Company approving the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roposed Scheme of Amalgamation. It has further been stated in the Report that the affairs of the Petitioner Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the 2nd proviso of Section 394 (1) of the Act. 10. In response to the notice issued on the Petition, the Regional Director has filed Representation Affidavit dated 10.07.2014. Relying upon Clause 15 of the Scheme, the Regional Director has stated that all employees of the Transferor Company shall become the employees of the Amalgamated Company. Further, Regional Director submits that despite notice, Income Tax Authorities have not raised any observation with respect to the Scheme. 11. Further, learned Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares of Rs. 10/- each to every shareholder of the Transferor Company", on perusal of the valuation report prepared by M/s. D. Sundra Vardhan Chartered Accountant, it has been observed that the Chartered Accountant has determined only the fair value of shares of the transferor company. The fair value of the shares of the transferee company has not been determined by the Chartered Accountants. Further, Chartered Accountants has not recommended any fair exchange ratio, hence it is not clear as to how the share exchange ratio has been determined and approved for the scheme of Amalgamation. 16. In response to the above said observation, the Petitioner Companies have filed an Affidavit stating that there are no creditors, no debtors as the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eady the Petitioner Company has circulated several documents in the Taxation Department, therefore, the same date may not be changed. Further, learned Counsel for the Petitioner submits that Petitioner has no objection if the ROC and Income Tax department are given liberty to examine the accounts of the Transferor And Transferee Companies prepared after the appointed date. Further it is submitted that the scheme has already been sanctioned by the High Court of Judicature at Madras in respect of the transferee company vide order dated 27.09.2013 in Company petition No. 176 of 2013. 19. It is clarified that the Registrar of Companies would be at liberty to examine the returns and books of accounts pertaining to the past periods irrespective ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1956. The Petitioner Company will comply with the statutory requirements in accordance with law. 25. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand ..... X X X X Extracts X X X X X X X X Extracts X X X X
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