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TMI Blog2009 (3) TMI 1059X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of this court. The transferor company was originally incorporated on June 26, 1985 with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi under the name and style of Shriram Fibres Finance Ltd., after passing necessary resolution to this effect and obtained the fresh certificate of incorporation on November 13, 1991. The company again changed its name to GE Capital Transportation Financial Services Ltd., and obtained the fresh certificate of incorporation on October 22, 1997. ( 3. ) The transferee company was originally incorporated on October 22, 1993, with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi under the name and style of GE Capital Services India P. Ltd. The company changed its name to GE Capital Services India (a deemed public company with unlimited liability) after passing necessary resolution to this effect and obtained the fresh certificate of incorporation on January 22, 1996. The company again changed its name to GE Capital Services India (a public company with unlimited liability) and obtained the fresh certificate of incorporation on January 2, 2002. ( 4. ) The authorised share capital of the transferor company is & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he minority shareholders be paid by the transferee company as minority compensation. In view of the GECMIC being the promoter of the transferor company holding 92.74 per cent, fully paid -up equity share capital as on January 30, 2009 and in order to ensure the continuity of the shareholding of GECMIC in the transferee company, 5 fully paid equity shares of ₹ 10 each of the transferee company be issued to GECMIC. ( 7. ) It is claimed by the applicants that no investigation proceedings under Sections 235 - 250 of the Companies Act, 1956, are pending against the applicant -companies. ( 8. ) The board of directors of the transferor and transferee companies in their separate meetings held on March 3, 2009, have unanimously approved the proposed scheme of amalgamation. A copy of the resolution passed at each of the meeting of the board of directors of the transferor and transferee companies has been placed on record. The transferor company has no secured creditor and has 13 unsecured creditors, whereas the transferee company has 5 secured creditors and 39 unsecured creditors. A direction is sought to dispense with the requirement of convening the meetings of the secure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pursuant to this paragraph shall be deemed to have occurred by manual or constructive delivery or by endorsement and delivery, as appropriate to the property being vested and titled to the property shall be deemed to have been transferred accordingly. All other movable properties of the amalgamating company, including sundry debtors, deferred tax assets, service tax input credits, CENVAT credits, VAT/sales tax credits outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with the government, quasi -government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, become the property of the amalgamated company, and the same shall also be deemed to have been transferred by way of assignment or delivery of possession of the respective documents, as may be ' appropriate in this regard. No stamp duty or taxes are payable on the transfer of such movable properties being vested in the amalgamated company. (b) All immovable properties, including land together with the buildingsand structures standing thereon of the amalgamating company, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company with the amalgamated company, the secured creditors of the amalgamating company shall not be entitled to any further security over the properties, assets, rights, benefits and interest of the amalgamated company which do not form part of the properties, assets, rights, benefits and interest of the amalgamating company which have been vested in the amalgamated company and hence such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any new indebtedness that may be incurred by the amalgamated company pursuant to sanction of the scheme. For this purpose, no consent from the existing secured creditors is required for the sanction of the scheme. Clause 3.4.: The amalgamated company unconditionally and irrevocably agrees and undertakes to pay, discharge and satisfy all liabilities and obligations of the amalgamating company, with effect from the appointed date, in order to give effect to the foregoing provisions. In support of the aforesaid submissions, learned senior counsel for the applicants has placed reliance on the decision of the Division Bench of the Calcutta High Court in Bengal T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red and unsecured creditors of the transferor and transferee companies to consider and, if thought fit, approving, with or without modification, the proposed scheme of amalgamation is dispensed with. This undertaking of the applicants and the direction by this Court shall be brought to the notice of the court considering the confirmation petition. Compliance thereof shall be placed therewith by way of affidavit. ( 13. ) The transferor company has approximately 7,143 equity shareholders. It is submitted by the applicant that GE Capital (Mauritius) Investment Co. Ltd. (GECMIC) currently holds 92.74 per cent, of the paid -up equity share capital of the transferor company and being the promoter/majority shareholder, it has given its consent and approval to the scheme, which is placed on record. The balance 7.26 per cent, of the equity share capital of the transferor company is held by approximately 7,142 equity shareholders as on January 30, 2009. The transferor company has, therefore, sought directions to dispense with the requirement of convening the meeting of the promoter/majority shareholders of the company and a direction is sought to convene and hold the meeting of the minori ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the registered office of the applicant -companies at least 48 hours before the meetings. The chairpersons and alternate chairpersons shall ensure that the proxy registers are properly maintained. ( 15. ) The chairpersons and alternate chairpersons shall ensure that notices for convening the aforesaid meetings of the minority equity shareholders of the transferor company and equity shareholders of the transferee company along with copies of the scheme and statement under Section 393 of the Companies Act, 1956, shall be sent to the minority equity shareholders of the transferor company and equity shareholders of the transferee company by UPC at their registered or last known addresses at least 21 days before the date appointed for the meetings, in their presence or in the presence of their authorised representatives. Notice of the meetings shall also be published in the newspaper The Statesman (English edition) and Veer Arjun (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the date ap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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