9911796707
TMI Blog2007 (6) TMI 549X X X X Extracts X X X X X X X X Extracts X X X X ..... nnexure-B is the copy of the Memorandum and Articles of Association of the petitioner company. The authorized share capital of the company as on 18-8-2006 is 20 crores equity shares of ₹ 10/- each amount to ₹ 200 crores. The issued, subscribed and paid capital is 161,859,420 equity shares of ₹ 10/-each amounting to ₹ 1,618,594.200. The company has produced the true copy of the annual report for the financial year 2005-06 containing its balance sheet and audited financial statements as per Annexure-C. This company is hereinafter referred to as the transfer company . 3. The transferor company-E.D.S. Electronic Data Systems (India) Private Limited was established with the object of carrying on business of providing services including management consulting, systems development, systems integration, systems management, process management and rendering management consultancy services of all kinds, etc., as clearly set out in the Memorandum of Association. A copy of the same is produced as Annexure-D. The share capital structure of the transferor company as on August 18, 2006 is 45,000,000 equity shares of ₹ 10/- each amounting to ₹ 45 Crores and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re. Mr. Jaithirfh Rao acted as Chairman of the said meeting. The said meeting of the equity shareholders was attended either in person or by proxy by 88 equity shareholders of the petitioner company. The Chairman put the resolution to vote. 66 equity share holders holding 11,66,99,560 equity shares representing 71.97% of the equity shares of the company and 99,999146% of the equity shares present and voting, voted in favour of the scheme. 6 equity share holders holding 157 equity shares, representing 0.0001 % of the equity shares of the company and 0.000135% of the equity shares present and voting, voted against the scheme. Poll papers of 2 equity shareholders, holding 840 equity shares, representing 0.00052% of the equity shares of the company and 0.00072% of the equity shares present and voting were declared invalid. The Chairman declared that the scheme was approved by requisite majority in number as well as in holdings at the meeting of the equity share holders and has reported the result of the meeting to this Court. Annexure-K is the Chairman's report. 8. The transferor company which is having its registered office at Bombay has also filed similar petition before the H ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Re . (2004) 52 SCL 681 (AP) where in was held as under: 10. The present scheme of arrangement or amalgamation if it is sanctioned by this Court, the certified copy of the order of this Court is required to be filed before the Registrar within 30 days from the date of the order under Sub-section (3) of Section 394 of the Companies Act, for the purpose of its registration. The object behind such intimation, which is required under law either under Section 95 or under Section 97 or under Section 394(3) of the Companies Act, appears to be one and the same. Again the default in not filing certified copy of the order of this Court before the Registrar within 30 days entails penal consequences. Well, when the certified copy of the order sanctioning the scheme by this Court is required to be filed before the registrar for the purpose of its registration, there is no reason as to why it shall not be treated as notice to the Registrar as envisaged under Section 95 to 97 of the Companies Act. Inasmuch as, as discussed hereinabove, the object being the same, the necessary changes that are required to be made in the concerned Registered by the Registrar of companies can be effected after r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the scheme of amalgamation. When such a scheme of amalgamation is approved in the General Meeting of the share holders, there is substantial compliance for Section 94.' A certified copy of the order of the Court is to be filed before the Registrar within 30 days from the said order, which would operate as a notice contemplated under Sub-section (1) of Section 95 and 97 of the Act. Thus, in the scheme of the Act, the provisions of Sections 94 to 97 are also complied with. There is no infraction of the said provision. 15. The second objection raised was that without paying the requisite fee/stamp duty on the enhanced share capital, enhancement of share capital cannot be permitted. This question also has been considered by various High Courts. 16. In the case of Jaypee Cement Limited (2004) 122 Comp Cas 854 it was held that, upon the merger authorised share capital of JP1 shall stand combined with the authorised share capital of JPC. According to the Regional Director, this amounts to increase of the authorised capital of JPC, which cannot be done without paying the requisite fee/stamp duty to the Government. In reply to this objection, it was submitted on behalf of JPC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferor company. The transferor and transferee company have already paid requisite fee/stamp duty on the authorised share capital of the respective companies. Therefore, in reality there is no increase in the share capital of the transferee company so as to attract payment of any additional fee/stamp duty. There is no obligation or reason for the two amalgamated companies to pay duty again on the same authorised capital on which they have already paid the duty. 19. The objection of the sole share holder who is opposing the scheme is that he was not given three years balance sheet. In fact he did not attend the meeting at all. In reply to his notice he was informed by the company to come to the registered office of the company and have a look at all the documents which he wanted, which he failed to do. Under those circumstances when there is no statutory obligation on the part of the company to make available the balance sheet and accounts for a period of three years, when admittedly they have supplied the latest balance sheet with all annexures, the conduct of the objector is not fair therefore, the majority decision taken by the equity share holders is just and fair and it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and additions or deletions thereto after the appointed date shall without any further act or instrument or deed stand transferred and vested in or be deemed to be transferred to and vested in the transferee company so as to become as and from that date, the debts, liabilities, duties and obligations of the transferee company. Upon the scheme being sanctioned and becoming finally effective the transferee company shall allot 5 (five) fully paid up equity shares of ₹ 10/- each of the petitioner for every (4) four fully paid up equity shares of ₹ 10/- each of the transferor company. Thus, the interest of the share holders is fully taken care of. All the employees of the transferor company wherever applicable in service on the effective date shall become the employees of the transferee company on such date without any break or interruption in service and on the terms and conditions not less favourable than those subsisting with reference to the concerned transferor company. In fact no employee of the transferor company has appeared before this Court to oppose the scheme of amalgamation. Thus, the interest of the employees of the transferor company is also taken duly care of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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