TaxTMI 
TaxTMI 
2005 (4) TMI 311
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....he general public hold the remaining shares. The transferee-company was incorporated and registered under the Act on 17-1-1985, in the State of Maharashtra under the name and style of Welspun Winilon Silk Mills Private Ltd. Its name was changed to Welspun Polysters (India) Ltd. upon change in the status of private limited to a public limited company and thereafter, its registered office was shifted from the State of Maharashtra to the State of Gujarat. The present name of the company was adopted on 12-10-1995. The promoters of the company hold about 34 per cent of the total issued, subscribed, and paid-up equity share capital of the company whilst financial institutions and the general public hold the remaining shares. 3. The transferor-company is a part of the Welspun group of companies and about 55.60 per cent of its yarn is consumed by the transferee-company for weaving fabric. Considering the benefits of synergy, current industrial scenario and other benefits enumerated in the petition, it would be beneficial to have a composite unit for both spinning and weaving rather than have a stand alone spinning unit and a stand alone weaving unit, and therefore, it would be in the in....
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....dator, he has submitted his report on 18-3-2005, wherein he has stated that the auditors appointed for the purpose of scrutiny and investigation of the books of account and affairs of the company have submitted their report and accordingly concluded that the affairs of the company have not been conducted in a manner prejudicial to public interest. The auditor has further stated that in view of their conclusion at para 14 (a) and (b) and also taking into consideration their observation made in para 6(2), they have stated that in their opinion, the affairs of the company have not been conducted in a manner prejudicial to the interest of its members of the public in general. 9. In para 6(2) of the report the auditor has observed that the depreciation on the fixed assets is calculated as per Schedule XIV to the Companies Act, 1956, on straight line method. The income-tax assessment procedure for the year 2002-03 is in the process. There are no pending demand raised against the company except the fact that the Central Excise Department has raised the demand of Rs. 1.74 crores against the company against which the company has filed appeals before the Appellate (Tribunal). The company ....
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....elspun India Ltd. (WIL) was transferred to M/s. Glofame Cotspin Industries Ltd. (GCIL). In the present petition, the status of the companies is changed and reversed, i.e., to say GCIL is now the transferor-company and WIL is referred as the transferee-company and whatever assets and liabilities transferred to GCIL from WIL by order dated 20-3-2001, more or less same assets and liabilities will now be transferred back to WIL from GCIL through the present scheme of amalgamation and GCIL is proposed to be dissolved without winding up. 13. So far as this objection is concerned, it is stated that there would not be any objection if the same assets have been transferred by the transferor-company to the transferee-company. As a matter of fact, the Regional Director has simply mentioned by way of the facts but while mentioning these facts, he has not raised any objection to that effect. By doing that, there is no breach of any statutory provision and ultimately the managements of both the companies have thought it fit to retransfer the said assets and they have acted accordingly by presenting the scheme before this Court. Since the scheme has been approved by the members and creditors, ....
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....regard to this objection, Mr. Soparkar has submitted that the transferor-company has outstanding redemption preference shares to the tune of Rs. 80 lakhs as on 6-4-2005. In view of the losses suffered by the transferor-company and in view of the pendency of the present proceedings, the transferor-company has not been able to redeem the said shares. However, the transferee-company undertakes to redeem all preference shares which have fallen due for redemption on or before 6-4-2005, within 30 days from the date of final order being passed in these petitions. 18. Mr. Soparkar has therefore, submitted that having regard to these clarifications and undertakings the court should allow the present petitions and grant sanction to the scheme, as the concerns raised by the Regional Director are satisfied. 19. After having heard learned advocate appearing for the petitioner and after having considered the report submitted by the Official Liquidator based on chartered accountant's report as well as the report of the Regional Director, the court is of the view that the objections raised by the Regional Director do not merit acceptance and that the scheme of amalgamation presented by the p....