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TMI Blog2015 (6) TMI 41X X X X Extracts X X X X X X X X Extracts X X X X ..... or company) with American Express Services India 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 originally incorporated under the Companies Act, 1956 on 5th September, 1984 with the Registrar of Companies, Tamil Nadu under the name and style of T. T. Travels Private Limited. Thereafter, the word 'Private' was deleted from the name of the company w.e.f. 1st July, 1995. The company changed its name to T. T. Forex Limited and obtained the fresh certificate of incorporation on 30th June, 2000. The company again changed its name to American Express Foreign Exchange Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al of the transferee company is Rs. 55,00,00,000/- divided into 5,50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 54,05,01,810/- divided into 5,40,50,181 equity shares of Rs. 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is claimed that the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 22nd September, 2014 which was modified by order dated 28th November, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the transferor and transferee companies, there being no secured creditors of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 3.8.2 of Part-III of the Scheme, it has been stated that the transferee company shall follow the method of accounting treatment as prescribed for the 'pooling of interest method' under Accounting Standard-14 governed by the Companies (Accounting Standards) Rules, 2006. He further submitted that in Clause 3.3 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. 16. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... signatory of the petitioner companies, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers. Learned counsel for the petitioner companies also reiterates in Court that no objection has been received pursuant to the publication in the newspaper. 18. 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. Conseq ..... X X X X Extracts X X X X X X X X Extracts X X X X
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