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TMI Blog2015 (10) TMI 2683X X X X Extracts X X X X X X X X Extracts X X X X ..... ect from 1st April 2014. The scheme of amalgamation is annexed as Annexure - 8 in the petitions. 2. The petitioner in C.P.No.299 of 2015 is the transferor company and the petitioner in C.P.No.300 of 2015 is the transferee company. 3. A perusal of the records show that the petitioners have complied with the prescribed procedure. The main objects of the respective petitioner companies are set out in their respective Memorandum of Association. A copy of the Memorandum and Articles of Association of the transferor company (petitioner in C.P.No.299 of 2015) and that of the transferee company (petitioner in C.P.No.300 of 2015) are annexed as Annexure - 1 to the respective petitions. The audited annual accounts of the transferor company and that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stry of Corporate Affairs has filed his report objecting the scheme as follows:- "7. Para 15 of Part B of the scheme of amalgamation contemplates to change the name of the transferee company as "Polaris Banyan Holding Private Limited" without going through the procedures enunciated under Section 13 and other applicable provisions of the Companies Act, 2013. This is objected to. The transferee company may be directed to go through the procedure enunciated under Section 13 and other applicable provisions and rules framed thereunder of the Companies Act, 2013." Except the above objection, the Regional Director has no other objection to the scheme being sanctioned. 7. To the above objection, the learned counsel for the petitioner has given ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amation or arrangement." From the reading of Section 13 of the Companies Act, 2013 and also in view of the above decision, I am of the view that the sole objection raised by the Regional Director is satisfactorily explained by the learned counsel for the petitioner. 8. Moreover, the Official Liquidator has also filed his report along with the report of the Chartered Accountant, which is annexed as Annexure-A to the report of the Official Liquidator. The report of the Chartered Accountant states that the transferor company has no unpaid or unclaimed dividends and hence, the question of commenting on compliance of Section 205 A of the Companies Act, 1956 does not arise. Moreover, it is reported by the Chartered Accountants under Foot Note t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tionable feature in the scheme of amalgamation detrimental either to the employees of the transferor company or to the transferee company. The said scheme is not violative of any statutory provisions. The scheme is fair, just, sound and is not against any public policy or pubic interest. No proceedings are pending under the Companies Act, 1956 or 2013. All the statutory provisions are complied with. 10. Consequently, there shall be an order approving the scheme of amalgamation of the transferor company M/s.Polaris Banyan Holding Private Limited, petitioner in C.P.No.299 of 2015 with the transferee company M/s.AAUM Holding (India) Private Limited, petitioner in C.P.No.300 of 2015, as provided in Annexure - 8 in these Company Petitions, with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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