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TMI Blog2015 (5) TMI 877X X X X Extracts X X X X X X X X Extracts X X X X ..... ₹ 748.20 per share and ₹ 9,380/- per share for the transferor company and the transferee company respectively, thus, reflecting the fair price per share of the transferee company i.e. ₹ 9,380/- per share (including a premium of ₹ 9,370/- per share over the face value of ₹ 10/- per share). In reply to the second observation made by the Official Liquidator in para 14 of his report, the petitioners, while referring to Para 9 of the Scheme, have undertaken that post the Scheme becoming effective, all the pending proceedings of the transferor company shall not abate or be discontinued and instead the same shall continue in the name of the transferee company. The aforesaid undertaking is accepted and the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , J. 1. This joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of Mars Industries Private Limited (hereinafter referred to as the transferor company) with Dorset India Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company was incorporated under the Companies Act, 1956 on 8th May, 1995 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi 4. The transferee company was incorporated under the Companies Act, 1956 on 18th April, 2011 with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of scale, sourcing benefits, vendor rationalization, more focused operational efforts, rationalization, standardization, and simplification of business processes and productivity in improvements. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: 08 equity shares of ₹ 10/- each at a premium of ₹ 9,370/- per share, as fully paid up of the transferee company for every 100 equity shares of ₹ 10/- each fully paid up held by the shareholders in the transferor company. 10. It has been submitted by the petitioners that no proc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... #39;Business Standard' (English) and (Hindi) editions. Affidavit of service has been filed by the petitioner showing compliance regarding service on the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 16th January, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 14. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 10th March, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferee company i.e. ₹ 748.20 per share and ₹ 9,380/- per share for the transferor company and the transferee company respectively, thus, reflecting the fair price per share of the transferee company i.e. ₹ 9,380/- per share (including a premium of ₹ 9,370/- per share over the face value of ₹ 10/- per share). 16. In reply to the second observation made by the Official Liquidator in para 14 of his report, the petitioners, while referring to Para 9 of the Scheme, have undertaken that post the Scheme becoming effective, all the pending proceedings of the transferor company shall not abate or be discontinued and instead the same shall continue in the name of the transferee company. The aforesaid undertaking ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 16th January, 2015. 19. 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 Scheme of Amalgamation, there appears to be no impediment to the grant of 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 wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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