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TMI Blog2015 (5) TMI 157X X X X Extracts X X X X X X X X Extracts X X X X ..... ed under the proposed Scheme. In reply to aforesaid, the petitioner companies have filed an affidavit dated 26th March, 2015 of Mr. Anuj Sharma, Director of the transferee company stating that the transferor companies have been carrying on their business in a prudent manner and after filing of their balance sheets, as on 31st March, 2014, there have been no material change in the financial position of the companies. He has further submitted that the petitioner companies shall file their balance sheet as on 31st March, 2015 and shall also file their Schedule of Properties as on 31st March, 2015, which will become a part of the Formal Order required to be filed with the Registrar of Companies. He also undertakes to inform the Court if there is any material change in the financial or other affairs in the companies. In view of the above, the observation raised by the Regional Director stands satisfied. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region, and the Official Liquidator not raising any objection to the proposed Schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iginally incorporated under the Companies Act, 1956 on 4th August, 2003 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Vendee Flexipack Private Limited. The company changed its name to Vendee Builders Private Limited and obtained the fresh certificate of incorporation on 11th April, 2007. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 5th August, 2003 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of A-One Printo Flexipack Private Limited. The company changed its name to A-One Infratech Private Limited and obtained the fresh certificate of incorporation on 20th March, 2007. 5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 9th September, 1998 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Holofix India Private Limited. The company changed its name to Holofix Urban Infrastructure Private Limited and obtained the fresh certificate of incorporation on 1st June, 2007. 6. The transferor company no. 4 was incorporated under the Companies Act, 1956 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rar of Companies, NCT of Delhi Haryana at New Delhi. 18. The present authorized share capital of the transferor company no.1 is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. 19. The present authorized share capital of the transferor company no.2 is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. 20. The present authorized share capital of the transferor company no.3 is ₹ 1,25,00,000/- divided into 12,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,01,54,000/- divided into 10,15,400 equity shares of ₹ 10/- each. 21. The present authorized share capital of the transferor company no.4 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r company no.12 is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. 30. The present authorized share capital of the transferor company no.13 is ₹ 2,50,000/- divided into 25,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 31. The present authorized share capital of the transferor company no.14 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 32. The present authorized share capital of the transferee company is ₹ 1,00,00,000/- divided into 1,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 55,80,000/- divided into 55,800 equity shares of ₹ 100/- each. 33. Copies of the Memorandum and Articles of Association of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 1000 equity shares of ₹ 10/- each held in the transferor company no. 6. 33,566 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 7. 37,908 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 8. 24 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 9. 39 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 10. 39 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 11. 51 equity shares of ₹ 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of ₹ 10/- each held in the transferor company no. 12. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidator has filed a report dated 19th March, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 41. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 18th March, 2015. Relying on Clause 10 of Part-III of the Scheme, 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 Clause 13.8 of Part-III of the Scheme, it has been stated that amalgamation shall be an amalgamation in the nature of merger as defined in Accounting Standard-14 as prescribed under Companies (Accounting Standards) Rules, 2006 and shall be account ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2015, the transferor companies no. 1 to 14 shall stand dissolved without undergoing the process of winding up. 45. Learned counsel for the Official Liquidator prays that costs of ₹ 5.0 lakhs should be paid by the petitioners keeping in view the fact that the matter has involved examination of extensive records and also prioritized hearings. Learned counsel for the petitioners states that the same is acceptable to him. Looking to the circumstances, the petitioner shall deposit a sum of ₹ 5.0 lakhs by way of costs with the Common Pool Fund of the Official Liquidator within four weeks fro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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