TaxTMI 
TaxTMI 
2006 (6) TMI 210
X X X X Extracts X X X X
X X X X Extracts X X X X
....ferred to as the 'Transferee Company (Company No. 2)']. 2. The transferor company was incorporated on 23-5-1989 under the provisions of Companies Act, 1956 as a private limited company and converted into a public limited company vide special resolution dated 28-6-1994. Fresh certificate of incorporation dated 21-10-1994 was issued by Assistant Registrar of Companies, NCT of Delhi and Haryana. The authorised share capital of the transferor company is Rs. 10,00,000 (Rupees ten lakhs) divided into 10,000 (ten thousand) equity shares of Rs. 100 each. The issued, subscribed and paid up share capital of the transferor company is Rs. 5,00,000 (Rupees five lakhs) divided into 5,000 (five thousand) equity shares of Rs. 100 each fully paid up. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the transferee company. 7. The circumstances and/or reasons necessitating the scheme of amalgamation are:- (i)Both the transferor company and transferee company are group companies, as part of restructuring and reorganization within the group. It is proposed to consolidate the business of the companies as provided in the proposed scheme. (ii)Both the companies are engaged in similar business, i.e., manufacturing of sub-station and transformer equipment and have complementary product range and common customers. For the purpose of better efficient and economical management control and running of their business and for further development and growth of the business of companies the scheme of amalgamation is proposed. (iii)The schem....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rs holding shares in the Companies do not hold any other shares in either the transferor company or the transferee company. No other director of either the transferor company or the transferee company hold any shares in any of the said Companies. None of the Directors of the transferor company or the transferee company have any material interest in the said Scheme of Amalgamation, save and except as shareholders in general. The aggregate assets of the transferee company are more than sufficient to meet all the liabilities of the transferor company as well as those of the transferee company and the said Scheme will not adversely affect the rights of the creditors of any of the companies in any manner whatsoever and due provisions have been m....
X X X X Extracts X X X X
X X X X Extracts X X X X
....eme of amalgamation in issue. The order dated 3-8-2005 is enclosed as Annexure III with the company petition. The transferor company modified the scheme by deleting the existing para 10(b)III and substituted it with the new para as shown in para 24 of the company petition. The copy of the modified scheme has been annexed as Annexure IV. The Board of Directors of the transferor company and the transferee company have at their respective meetings by Resolutions passed unanimously approved the amended scheme of amalgamation. 11. The transferee company had eight equity shareholders. All the share-holders of the transferee company have agreed in writing to the proposed amalgamation and also agreed in writing that the meeting of the share-hold....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ame of the amalgamated entity is sought to be Skipper Electricals (India) Ltd. without resort to provisions of the Companies Act. 14. In reply to first objection the petitioner submitted that according to clause (b) of para 10 of the scheme of amalgamation the equity shares of the transferee company held by the transferor company on the record date, if any, shall stand cancelled and the issues, subscribed and paid up share capital of the transferee company shall stand reduced to the extent of the equity shares so cancelled without further act or deed. 15. In reply to second objection it has been submitted that intended new name is more well-known in the market and the business in which the transferor company engages. Sections 391 and ....