TaxTMI 
TaxTMI 
2008 (5) TMI 424
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..../s. UFO Moviez P. Ltd., and consequent upon change of its name, a fresh certificate of incorporation was issued by the Registrar of Companies, NCT of Delhi and Haryana on August 30, 2006. The transferor company became a public company limited by shares with effect from November 13, 2006, vide fresh certificate of incorporation issued by the Registrar of Companies, NCT of Delhi and Haryana. The authorised capital of the transferor company at present is Rs. 71 crores divided into 10,00,000 equity shares of Rs. 10 each ; 15,00,000 11 per cent. cumulative redeemable preference shares of Rs. 100 each and 55,00,000 cumulative convertible preference shares of Rs. 100 each. The issued, subscribed and paid-up capital of the transferor company at present is 5,25,252 equity shares of Rs. 10 each of a total amount of Rs. 52,52,520 and 14,00,000 11 per cent. cumulative redeemable preference shares of Rs. 100 each of total amount of Rs. 14,00,00,000. The objects for which the transferor company was incorporated are set out in its memorandum or articles of association. The main object of the transferor company as mentioned in the memorandum or articles of association of the said company ....
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....ution of content and signal, telecast, broadcast, multicast, release, display transmission, exhibition through dealers, distributors, internet, satellite, v-sates, transponder or otherwise, directly or indirectly through agents, franchise lease licenses as also using the network and equipment for communication, via., satellite, cable, internet or otherwise. 7.Apart from the above main objects, the objects in the memorandum of association of the transferor company provides as under (in clause 9 of the incidental objects) : 'Subject to sections 391 to 394 of the Companies Act, 1956, to amalgamate with any other such company or companies having all or any objects similar to the objects of this company in any manner whether with or without process of liquidation of that company'." The transferee company is a company incorporated under the provisions of the Companies Act, 1956. The transferee company was incorporated on June 14, 2004, as a private limited company limited by shares with name Valuable Media P. Ltd. The name of the transferee company was changed to UFO India P. Ltd., with effect from August 31, 2006. The transferee company became a public company on November 10, 2....
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....ctivities ; (b)Reduction in cost of operations would be achieved by eliminating duplication as well as operational advantage achieved from single entry, thereby consolidating the value of stakeholders ; (c)The scheme is expected to result in achieving the enhanced operational synergies and eliminate redundancy thereby resulting in profitability of operations by utilising and enhancing the financial resources, managerial resources, technical standards, competitiveness, marketing and services delivery capabilities for the amalgamated entity ; (d)The banks, creditors and funding institutions will not be affected by the proposed amalgamation as their security is maintained ; (e)The amalgamation will result in the combination of manpower of UML and UIL and a single management structure for the companies ; and (g)The resources of UML and UIL will be conveniently merged and pooled together leading to more effective and centralised management and reduction of administrative expenses and overheads." The transferor company and the transferee company had earlier filed company applications being Co. A. (M) No. 26 of 2008 and Co. A. (M) No. 27 of 2008, respectively, which, wer....
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....official liquidator has submitted that she has no objection in case the scheme proposed for the amalgamation of the transferor company with the transferee company is sanctioned by this court. In the proposed scheme of amalgamation, the name of the transferee company is proposed to be changed from M/s. UFO India Ltd., to M/s. UFO Moviez India Ltd., so that it may represent the companies by combined names of the existing transferor company and the transferee company, viz., M/s. UFO Moviez Ltd., and M/s. UFO India Ltd., respectively. Though the Regional Director (Northern Region) in paragraphs 4 and 5 of his affidavit filed on May 6, 2008, has made a plea mat this court may consider the consequences of change in the name of the transferee company while granting sanction to the proposed scheme of amalgamation, but during arguments Mr. R.D. Kashyap, Deputy Registrar of Companies, who appeared as a representative of the Regional Director (Northern Region) said that in view of judgments Jaypee Cement Ltd., In re [2004] 122 Comp Cas 854 (All) and Search Chem Industries Ltd., In re [2006] 129 Comp Cas 471 (Guj), he has no objection to the sanction of the proposed scheme of amalgamation. ....