TaxTMI 
TaxTMI 
2016 (7) TMI 410
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.... Resulting company with effect from 1st April 2016. The original Scheme is appended as Annexure '14' to the petitions and the amended Scheme is enclosed along with the affidavit dated 11.4.2016. 2. M/s.Integrated Enterprises (India) Limited, the petitioner in C.P.No.543 of 2015 is the first Demerged company, M/s.Integrated Registry Services Limited, the petitioner in C.P.No.544 of 2015 is the second Demerged Company; M/s.IEP Insurance Broking Services Private Limited, the petitioner in C.P.No.545 of 2015 is the third Demerged Company and M/s.Integrated Registry Management Services Private Limited, the petitioner in C.P.No.546 of 2015 is the Resulting Company. 3. A perusal of the records show that the respective petitioner comp....
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....ication the scheme. 4. The Board of Directors (BODs) of the Demerged Companies and the Resulting company vide two separate resolutions of even date i.e., 24th July 2015, considered and approved the scheme. The copies of the BODs are appended as Annexure '13' to these petitions. 5. The petitioners state that no investigation proceedings are pending against them under Sections 235 to 251 or any other provisions of the Companies Act, 1956. 6. Learned counsel appearing for the petitioners submits that the petitioners have amended the Scheme. In this regard, the petitioners have filed an affidavit stating that they have amended the Scheme after obtaining consent from the equity shareholders and accordingly, the amended scheme ha....
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....state that a copy of the amended Scheme placed for the consideration of this Hon'ble Court, with an amended Appointed Date of 1/4/2016, as also reflecting the amendments proposed vide the Affidavit dated 25th February 2016 of the Petitioner-Demerged Company 2, is enclosed herewith as Annexure2, I state that this may be treated as the final Scheme placed before this Hon'ble Court for sanction, with all references to the Appointed Date therein being 1/4/2016. 6. It is therefore humbly prayed that this Hon'ble Court may sanction the amended Scheme as contained in Annexure 2. " 7. Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report with the following observations: "(....
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....tor's concern is that relevant amendment would have to be brought about in this behalf in the Memorandum and Articles of Association and that necessary e-Forms would have to be filed with the Registrar of Companies, Chennai. 8. Insofar as the first objection is concerned, this Court in somewhat similar circumstances, by order dated 26.3.2008 passed in C.P.No.242 of 2007 has recognised the fact that amalgamation of entities or corporate entities, whereby the only change in the name of the new entity is the deletion of the word Private does not require the approval of the Central Government, as Chapter V of the Companies Act, 1956, dealing with the compromise, arrangement or amalgamation, is the complete code by itself. For better ap....
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....vate' consequent on the conversion of the company from private to public or vice versa. It may be noted that Chapter V is a complete code by itself on the subject of arrangement/ compromise and reconstruction. 8.1. Evidently, a similar view was taken by this Court in C.P.Nos.133 to 135 of 2006 by order dated 19.08.2006. 8.2. Furthermore, the petitioners have also undertaken to amend the Articles of Association and file necessary e-Forms with the concerned Registrar of Companies, Chennai. 8.3. Having regard to the aforesaid, according to me, the aforesaid concern/objection, if it may be called one of the Regional Director, is suitably taken care of. 9. As regards the second objection, insofar as the reduction in share capital....
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....est in the petitioner companies. The said scheme as framed is not violative of any statutory provisions. 10.1. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with. 11. Consequently, subject to the petitioners amending the Memorandum and Articles of Association and filing necessary e-Forms with the Registrar of Companies, there shall be an order approving to the scheme of arrangement (demerger) of the Demerged companies, viz., M/s.Integrated Enterprises (India) Limited, Petitioner in C.P.No.543 of 2015; M/s.Integr....