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TMI Blog2015 (5) TMI 281X X X X Extracts X X X X X X X X Extracts X X X X ..... lot equity shares amounting to ₹ 53,13,660/- to the shareholders of the transferor company. He, therefore, submits that the increase of ₹ 55,00,000/- in the authorized share capital of the transferee company, as approved in Clause 10.1 of the Scheme of Amalgamation, is sufficient to allot shares to the shareholders of the petitioner/transferor company. In view of the above, the objections raised by the Official Liquidator and the Regional Director, Northern Region do not survive. So far as the objection of the Regional Director with regard to short term unsecured borrowings of ₹ 19.05 crores of the petitioner/transferor company is concerned, the petitioner company in the affidavit dated 6th February, 2015 of Mr. Ajay Kumar Maan, Chief Finance Officer and Authorized Signatory of the petitioner/transferor company has submitted that the unsecured loans with the Deutsche Bank and ING Vysya Bank have been arranged by the group company i.e. Sogefi SpA with their global relation and engagement with the bank. Security has been provided by the Ultimate Holding Company and its subsidiary companies through BNP Paribas Bank and ING Bank NV respectively. It is further submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vate Limited (hereinafter referred to as the petitioner/transferor company) with M/s. Sogefi MNR Filtration India Private Limited (hereinafter referred to as the transferee company). 2. The registered office of the petitioner/transferor company is situated at New Delhi, within the jurisdiction of this court. However, the registered office of the transferee company is situated at Bangalore, Karnataka, outside the jurisdiction of this court. Learned counsel for the petitioner submitted that the Scheme of Amalgamation in respect of the transferee company had already been sanctioned by the Karnataka High Court vides order dated 2nd February, 2015 passed in CP No. 210/2014 filed by the transferee company. A copy of the same is placed on record. 3. The petitioner/transferor company was originally incorporated under the Companies Act, 1956 on 18th March, 2009 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Mark IV Air Intake India Private Limited. The company changed its name to Systemes Moteurs India Private Limited and obtained a fresh certificate of incorporation on 25th August, 2012. 4. The authorized share capital of the petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ror company have been placed on record. 10. The petitioner/transferor company had earlier filed CA (M) No. 135/2014 seeking directions of this court to dispense with the requirement of convening the meetings of its shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 1st October, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meeting of the equity shareholders, secured and unsecured creditors of the petitioner/transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. The Court, however, directed the petitioner to issue specific individual notice to ING Vysya Bank Limited, Deutsche Bank AG Bangalore and the corporate unsecured creditors of the petitioner/ transferor company, namely, Lanxess India Private Limited, Ring Plus Aqua Limited, Sebros Industries Private Limited and MEUNIDEC at the time of moving second motion petition calling for their objection, if any, to the Scheme. 11. The petitioner/transferor company has thereafter filed the present petition seeking sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferor company shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that in Clause 12.1(b) of Part-C of the Scheme, it has been stated that the transferee company shall account for the arrangement in the books of accounts according to Accounting Standard-14 issued by the Institute of Chartered Accountants of India. He further submitted that in terms of Clause 10.5 of Part-C of the Scheme, it has been stated that as on effective date, the transferor company shall stand dissolved without the process of winding up. 14. The Regional Director, in para 11 of his report, has further submitted that the authorized share capital of the transferee company is not sufficient for allotment of shares to the shareholders of the transferor company, hence the transferee company may be advised to comply with the requirements of the Companies Act, 2013. Further, in para 12 of his report, he has submitted that the balance sheet of the petitioner/ transferor company as at 31.03.2014 reveals that as on 31.03.2014, it has outstanding short term unsecured borrowings of ₹ 19.05 crores from banks on account of cash cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... into by the transferor company with the banks are placed on record. Further, the petitioner company has undertaken to comply with all requirements as may be needed under the Foreign Exchange Management Act, 1999 and any other rules and regulations issued by the Reserve Bank of India. 17. The matter was listed for consideration on 19th February, 2015 when the Regional Director, Northern Region sought and was granted time to file further affidavit in support of the objections raised by him. Pursuant to said order, the Regional Director has filed his additional affidavit dated 4th March, 2015 stating that all the objections/observations that had been raised by him earlier now stand adequately addressed and that he has no further objection in the matter. In view of the above, nothing survives so far as the objection of the Regional Director, Northern Region is concerned. 18. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner company, in the affidavit dated 24th January, 2015 of Sh. Samar Bansal, Advocate of the petitioner company, has submitted that no objection has been received from any creditor or other party pursuant to the citation ..... X X X X Extracts X X X X X X X X Extracts X X X X
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