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TMI Blog2015 (5) TMI 731X X X X Extracts X X X X X X X X Extracts X X X X ..... egistrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 12th January, 2005 with the Registrar of Companies, Rajasthan at Jaipur under the name and style of Garima Overseas Private Limited. The company changed its name to Garima Overseas Limited and obtained the fresh certificate of incorporation on 22nd December, 2005. Thereafter, the company shifted its registered office from the State of Rajasthan to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st July, 2012. The company again changed its name to Garima Vikas Metals Limited and obtained the fresh certificate of incorporation on 17th August, 2012. The company again changed its name to Garima Vikas Metals Private Limited and obtained the fresh certificate of incorporation on 18th September, 2012. The company finally changed its name to HNV Castings Private Limited and obtained the fresh certificate of incorporation on 17th September, 2014. 5. The authorized share capital of the transferor company, as on 31st March, 2014, was Rs. 18,88,78,000/- divided into 1,88,87, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ach fully paid up held by the shareholders in the transferor company." 10. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the transferor and transferee companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 14th May, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The petitioner companies had earlier filed CA (M) No. 115/2014 seeking directions of this court to dispense with the requirement of convening the meetings of their secured creditors and for convening of separate meetings of their equity shareholders and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 4th September, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the secured creditors of the transferor and transferee companies and directed convening of separate meetings of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (1) of the Companies Act, 1956. 16. 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 20th February, 2015. Relying on Clause 5 of Part-III of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the 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 9 of Part-III of the Scheme, it has been stated that the accounting treatment shall be in compliance with Accounting Standard-14 governed by the Companies (Accounting Standards) Rules, 2006. He further submitted that in Clause 12 of Part-III of the Scheme, it has been stated that upon this scheme becoming effective, the transferor company shall stand dissolved without the process of winding up. 17. Although no objection has been raised by the Regional Director, but in para 10 of his report, he has pointed out that the appointed date for the proposed Scheme has been fixed on 01.05.2014. Accordingly, the valuation report has been prepared on the basis of financial in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave any adverse effect on the proposed Scheme of Amalgamation. The petitioner companies have further submitted that at present the foreign shareholders are holding 51% of paid-up share capital of the transferee company and remaining 49% is held by the resident shareholders, and the current shareholding held by the foreign shareholders are within the permitted sectoral cap under the provisions of Foreign Direct Investment Policy (FDI) issued by RBI i.e. upto 100% FDI under the automatic route. The transferee company undertakes that subsequent to sanction of the Scheme, the allotment of shares to the shareholders of the transferor company including allotment of shares to the foreign shareholders will continue to be within the permitted sectoral cap under the FDI. The Assistant Registrar of Companies has stated that after considering the reply of the petitioner, the Regional Director had no further objections. In view of the aforesaid, the observations raised by the Regional Director stand satisfied. 20. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 23rd March, 2015 of Sh. Ki Ho Park, authorized rep ..... X X X X Extracts X X X X X X X X Extracts X X X X
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