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TMI Blog2016 (8) TMI 570X X X X Extracts X X X X X X X X Extracts X X X X ..... gs of its shareholders and creditors and also dispensing with filing of the IInd Motion petition for the sanctioning of Scheme of Amalgamation of Halwasiya Agro Industries Limited (Non Petitioner/ Transferor Company No. 1) and M A K Sales Private Limited (Non Petitioner/ Transferor Company No. 2) with the Eldeco Housing and Industries Limited (Petitioner Company/ Transferee Company). The registered office of the Non Petitioner/ Transferor Company No. 1 and Non Petitioner/ Transferor Company No. 2 is situated at Lucknow (Uttar Pradesh) and registered office of Petitioner Company/ Transferee Company is situated at Faridabad (Haryana). Main objects of Petitioner Company/ Transferee Company are detailed in Memorandum and Articles of Associa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors, including unsecured loans, trade creditors and other liabilities. The list of Unsecured Creditors and the certificate to this effect issued by BMGS & Associates, Chartered Accountants, as on 30.11.2015, are annexed as Annexures P-11 and P-12, respectively. The prayer is for dispensation of the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Transferee Company on the ground that the proposed Scheme does not affect the rights of the members of the Transferee Company and also does not involve reorganization of the share capital of the Transferee Company. Further as both the Transferor Companies are wholly owned subsidiaries of the Transferee Company, upon sanctioning of the Scheme, the entire share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Petitioner Transferee Company. Since, no additional Equity shares are to be issued, hence, no change in the voting rights of the shareholders of the Transferee Company shall be carried out and as such no action is required to be taken at the end of the Transferee Company. Learned counsel for the Petitioner Transferee Company in this regard relies upon the decision of this Courts in Punjab Chemicals and Crop Protection Limited [2008] 84 CLS 33 (P&H) held as follows: ".........It was noted that all the shares of the Transferor Companies are presently held by the Transferee Company, either in its name or through its nominee and under the proposed Scheme of Amalgamation, no share of the Transferee Company was required to be issued or all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies with the Petitioner-Company and the procedure requiring the filing of separate Company Petition for sanction of Scheme of Amalgamation of the Transferor -Companies with the Petitioner- Company under sections 391-394 of the Act were dispensed with by this Court. Thus, this Hon'ble Court also does not requires the Transferee Company (which is being amalgamated with the wholly owned subsidiary) to do any further act." Further, learned counsel for the petitioner has also placed reliance upon judgments of this Court in C.P. No. 86 of 2012 in the matter of Glen Appliances Private Limited, dated 6.9.2012 and CP No. 153 of 2013 in the matter of Liberty Retail Revolutions Limited dated 22.11.2013. Learned counsel for the Petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iquidator. Learned counsel for the Petitioner Company is directed to supply a copy of the notice in the office of the Official Liquidator within ten days. Adjourned to 22.4.2016." Pursuant to the order dated 23.02.2016, counsel for the petitioner-Transferee company has filed affidavit dated 23.6.2016 regarding publication. The Official Liquidator has filed the representation/affidavit of N.K. Bhola, Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated 06.07.2016 in which it has been observed in para No.16 that the petitioner-Company may be directed to comply with the provisions of the Accounting Standard 14 related to "pooling of interests" Method as stated in Clause 15(a) of the Scheme of Amalgamation. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h Court and as a result thereto, the Assets and Liabilities of the Halwasiya Agro Industries Limited (Non Petitioner/Transferor Company No. 1) and M A K Sales Private Limited (Non Petitioner/Transferor Company No. 2) shall stand vested in the Eldeco Housing and Industries Limited (Petitioner Company/Transferee Company). The Petitioner-Company shall be required to comply with the procedural requirement with regard to Accounting Standard 14 as well as with regard to the tax liability as has been undertaken. The Scheme of Amalgamation shall be binding on the Transferor and the Transferee Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Amalgamation be drawn 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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