TaxTMI 
TaxTMI 
2008 (5) TMI 427
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....feree-company. 2. The proposed scheme of amalgamation has been filed along with the present petition and the same has been perused by this Court. 3. The transferor company was incorporated under the Companies Act, 1956 as a Public Limited Company vide Certificate of Incorporation No. 55-61985, dated 6-10-1984 issued by the Registrar of Companies, Delhi and Haryana at New Delhi. Later on the transferor-company was converted into a Private Limited Company and its name was changed to 'Sunehari Financial Services Pvt. Ltd.' vide fresh certificate of incorporation dated 12-1-2004 issued by the Registrar of Companies, Delhi and Haryana at New Delhi. The transferor-company is engaged in the business of trading in gold and other commodities, real....
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.... secured creditors, unsecured creditors and equity shareholders of the transferee-company under the supervision of court appointed Chairman/alternate Chairman to consider and approve the proposed scheme of amalgamation. In compliance with the said order of this Court, separate meetings of the secured creditors, unsecured creditors and equity shareholders of the transferee-company were duly convened and held on 4-2-2008 under the supervision of the court appointed Chairman and the Alternate Chairman. The scheme of amalgamation was unanimously approved and adopted in each of the meeting. Voting pattern of the meetings is given below : [Not Reproduced] 8. After the present petition was filed, this Court vide its order passed on 15-2-2008 had....
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....ard. This objection taken by the Regional Director (Northern Region) has been dealt with in para 10(e) of the proposed scheme of amalgamation, which reads as follows : "The transferor-company is presently listed on the OTC Exchange of India (OTCEI). In terms of the provisions of the Securities and Exchange Board of India (Disclosures and Investors Protection) Guidelines, 2000, and other applicable provisions, if any, post merger equity share capital of the transferee company will be listed on OTCEI. The transferee company will make necessary application(s) for this purpose and comply with the Listing Agreement and SEBI guidelines in this regard ?" 11. A reading of the above would show that the transferee-company has taken upon itself to c....
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....tive. It provides that the amalgamation of the transferor-company with the transferee-company shall be accounted for under the 'Pooling of interest' method in accordance with Accounting Standard (AS) 14 prescribed under the Companies (Accounting Standard) Rules, 2006. 15. The share exchange ratio between the members of the transferor-company and the transferee-company is stated to have been fixed at a fair and reasonable basis on the basis of the valuation report of the Chartered Accountant, according to which four fully paid up shares of Rs. 10 each in the transferee-company shall be issued against five equity shares of Rs. 10 each held in the transferor-company. 16. The scheme of amalgamation is aimed at to consolidate the transferor-co....