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TMI Blog2017 (1) TMI 906X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed scheme of Amalgamation (hereinafter referred to as 'the proposed scheme') of the Petitioner/Amalgamating Company with Carlsberg India Private Limited (hereinafter referred to as 'the Amalgamated Company'). 2. The registered offices of the Petitioner/Amalgamating Company and the Amalgamated Company are situated at New Delhi, within the jurisdiction of this Court. 3. The Petitioner/Amalgamating Company was incorporated under the provisions of the Act, on 24.08.2005, with the Deputy Registrar of Companies, West Bengal. Thereafter, the Petitioner/Amalgamating Company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate, dated 02.12.2015, in this behalf, from the Assistant Registrar of Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lgamating Company and the Amalgamated Company have been filed and the same are on record. The audited balance sheets as on 31.03.2015 of the Petitioner/Amalgamating Company and the Amalgamated Company, along with the reports of the auditors, have also been filed on record. 8. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. It has been stated by the Petitioner/Amalgamating Company that the proposed amalgamation shall result in the following benefits: i. Consolidation of the businesses presently being carried on by the Petitioner/Amalgamating Company and the Amalgamated Company; ii. Optimal utilisation of resources due to pooling ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the Amalgamated Company had earlier filed Company Application (M) no.54 of 2016 seeking directions of this Court to dispense with the requirement of convening the meetings of the equity shareholders and unsecured creditors of the Petitioner/Amalgamating Company; and the meetings of the equity shareholders, preference shareholders, secured creditors and unsecured creditors of the Amalgamated Company. 13. This Court, vide order dated 27.07.2016, allowed the said application and dispensed with the requirement of convening the meetings of the equity shareholders and unsecured creditors of the Petitioner/Amalgamating Company; and the equity shareholders, preference shareholders, secured creditors and unsecured creditors of the Amalgamated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said affidavit, the Regional Director has stated that as regards the Petitioner/Amalgamating Company, there are pending disputed liabilities with respect to the Sales Tax, Value Added Tax, Income Tax and Service Tax. It has further been stated that with respect to the Amalgamated Company as well, there are pending disputed liabilities with respect to the Sales Tax, Value Added Tax and Service Tax. 17. In response to the observations made by the Regional Director, the Amalgamated Company by way of affidavit dated 04.11.2016 has stated that, upon the proposed scheme becoming effective all pending proceedings as regards the Petitioner/Amalgamating Company w.r.t. the disputed liabilities on account of Sales Tax, Value Added Tax and Service Tax ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner/Amalgamating Company in its affidavit dated 20.12.2016 has submitted that that neither the Petitioner/Amalgamating Company nor its counsel have received any objection to the proposed scheme pursuant to publication of citations in the newspapers on 14.09.2016. 21. In view of the foregoing and upon considering the approval accorded by the members and creditors of the Petitioner/Amalgamating Company and the Amalgamated Company to the proposed scheme; the report filed by the Official Liquidator having not raised any objection to the proposed scheme; and in view of the circumstance that the objections raised by the Regional Director in its affidavit stand satisfied, there appears to be no impediment to the grant of sanction to the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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