TaxTMI 
TaxTMI 
TaxTMI 
2016 (4) TMI 3
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....of the demerging company and the resulting company and further praying for dissolving the demerging Company. 2. Company Petition Nos. 510 and 511 of 2015 are filed by the resulting companies 1 and 2 namely, OEG Solar Energy Private Limited and Sri Balaganapathy Mills Limited, respectively, praying for sanction of the scheme of appointment between the demerging company and resulting companies with effect from 1st April, 2013, so as to bind all the shareholders of the petitioner's company. 3. The learned Official Liquidator filed a report stating that the books of accounts of the demerging company have been audited and the auditors have not made any adverse remarks or comments on the books of accounts and the profit and loss accounts an....
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....d 07.01.2016 wherein, it is stated that the scheme of arrangement filed by the petitioners has been examined and it has been decided not to make any objection to the scheme except the observation/objection made in para Nos. 9, 10 and 11. The objections so made at para Nos. 9, 10 and 11 reads as follows; ''9. It is respectfully submitted that clause 7.1 and 7.2 of the scheme provides that the Resulting companies 1 and 2 will insert/amend three clauses each in the Main object without going through the procedures laid down under the Companies Act, 2013 and rules framed thereunder. However the Resulting companies 1 and 2 may be directed to file the relevant e-form with the ROC, Chennai for taking on record such amendment of object clau....
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.... Application No. 928 of 2015, dated 27.08.2015 for conducting the meeting of the equity shareholders for the purpose of considering the scheme of arrangement, fixed the quorum of the said meeting of the equity shareholders as ten. Thus, he submitted that the meeting so conducted with a total 23 members present in person or by proxy voted in favour of the proposed scheme of arrangement as seen from the report of the Chairman of the 2nd resulting Company dated 09.10.2015, was in order. While submitting so, the learned counsel for the petitioner invited this Court's attention to the relevant consent affidavits filed by the respective shareholders as stated supra as well as the order passed by this Court in Company Application No. 928....
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.... any necessity to have a repeated exercise of the same in terms of Section 21 of the Act as amended by Section 13 of the 2013 Act. 18) It seems to me, on a closer reading of section 13 of the 2013 Act, as also section 21 of the Companies Act, 1956, to which I will presently refer that the amalgamation is principally an internal arrangement of the company for a mutual benefit in enlarging its capital base. Normally, the procedure under Section 21 of the Companies Act, as amended as section 13 of the 2013 Act, has to be complied with. However, it may be noted that on conversion, a company does not cease to exist to bring into existence any new company. In the scheme of things to emerge on an amalgamation, a transferor company is united with....
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....company as Polaris Banyan Holding Private Limited without going through the procedures enunciated under Section 13 and other applicable provisions of the Companies Act, 2013. This is objected to. The transferee company may be directed to go through the procedure enunciated under Section 13 and other applicable provisions and rules framed thereunder of the Companies Act, 2013.'' Except the above objections the Regional Director has no other objection to the scheme being sanctioned and to the above objection, the learned counsel for the petitioner has given explanation and in view of the explanation submitted by the learned counsel for the petitioner and from the reading of the Sec. 13 of the Companies Act and this Court is of ....