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TMI Blog2017 (2) TMI 4X X X X Extracts X X X X X X X X Extracts X X X X ..... rements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of amalgamation, i.e. 1st April, 2015, the transferor company shall stand dissolved without undergoing the process of winding up. - COMPANY PETITION NO. 24/2016 - - - Dated:- 24-10-2016 - SIDDHARTH MRIDUL, J. Through: Mr. N. Ganpathy, Sr. Advocate with Ms. Vatsala Rai, Advocate for the Petitioners J U D G M E N T SIDDHARTH MRIDUL, 1. This joint petition has been filed under Sections 39 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company is ₹ 48,68,68,200/- divided into 2,12,91,820 equity shares of ₹ 10/- each aggregating to ₹ 21,29,18,200/-; 3,00,000 12.5% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 30,000,000/- and 24,39,500 5% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 24,39,50,000/-. 6. The present authorized share capital of the transferee company is ₹ 51,55,50,000/- divided into 1,95,00,000 equity shares of ₹ 10/- each aggregating to ₹ 19,50,00,000/-; 10,000 11% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 10,00,000/-; 3,40,000 12.5% non-cumulative redeemable preference shares of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osed amalgamation will simplify the promoters holding in Max India Limited and the inter se cross-holding between them. It is further claimed that the proposed amalgamation will lead to reduction in administrative cost and overhead expenses which would further lead to greater and effective executive control, synergy of operation and optimum utilization of available resources. 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 shares to the shareholders of the transferor company in the following ratio: 86 equity shares of ₹ 10/- each of the transferee company for every 100 equity share of ₹ 10/- each held by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Vide order dated 6th November, 2015, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders, preference shareholders and unsecured creditors of the transferor company and equity shareholders, preference shareholders and unsecured creditors of the transferee company, there being no secured creditor of the transferor company as well as transferee company, 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 dated 15th January, 2016, notice in the petition was directed to be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roposed Scheme of Amalgamation. 16. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavits dated 16th September, 2016 of Mr. Arvind Aggarwal, authorized signatory of the transferor company and Mr. Alok Goel, authorized signatory of the transferee company, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 20th April, 2016. 17. Considering the approval accorded by the shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Official Liquidator and the Regional Director, Northern Region, not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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