TaxTMI 
TaxTMI 
TaxTMI 
2016 (12) TMI 1361
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....s to consider and approve, with or without modification, the proposed Scheme of Amalgamation (hereinafter referred to as 'proposed scheme') of Maruti Insurance Business Agency Limited (hereinafter referred to as 'Transferor Company no.1'), Maruti Insurance Distribution Services Limited (hereinafter referred to as 'Transferor Company no.2'), Maruti Insurance Agency Network Limited (hereinafter referred to as 'Transferor Company no.3'), Maruti Insurance Agency Solutions Limited (hereinafter referred to as 'Transferor Company no.4'), Maruti Insurance Agency Services Limited (hereinafter referred to as 'Transferor Company no.5'), Maruti Insurance Agency Logistics Limited (hereinafter referred to as 'Transferor Company no.6') and Maruti Insuranc....
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.... on 31.03.2015 is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company no.2 as on 31.03.2015 is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each. 7. The Transferor Company no.3 was incorporated under the Act on 01.06.2004 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. 8. The authorized share capital of the Transferor Company no.3 as on 31.03.2015 is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company no.3 as on 31.03.2015 is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each. 9. The T....
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....d under the Act on 19.04.2010 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. 16. The authorized share capital of the Transferor Company no.7 as on 31.03.2015 is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company no.7 as on 31.03.2015 is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each. 17. The Transferee Company was incorporated under the Act on 24.02.1981 with the Registrar of Companies, National Capital Territory of Delhi and Haryana under the name and style of Maruti Udyog Limited. The name of the Transferee Company was thereafter changed to its present name and a fresh certificate of inco....
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....t of the proposed scheme, no consideration shall be payable by the Transferee Company to the equity shareholders of the Transferor Companies, since the Transferor Companies are the wholly owned subsidiaries of the Transferee Company. Clause 4.1 of the proposed scheme reads as hereunder: - "4.1 Cancellation of shareholding 4.1.1 Upon this Scheme becoming effective and upon transfer and vesting of all assets and liabilities of the Amalgamating Companies into and with the Amalgamated Company in accordance with Part - III of this Scheme, no consideration shall be payable by the Amalgamated Company, since the Amalgamated Company (itself and through its nominee shareholders) is the only shareholder in each of the Amalgamating Companies, and acc....
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.... proposed scheme is dispensed with. There are no secured and unsecured creditors of the Transferor Companies. 25. In so far as the equity shareholders of the Transferee Company are concerned, it is submitted on behalf of the Transferee Company that in the present case, there is no arrangement or compromise between the Transferee Company and its shareholders within the meaning of Section 391(1)(b) of the Act. It is also submitted that since the Transferor Companies are wholly owned subsidiaries of the Transferee Company, upon the proposed scheme being sanctioned, no shares of the Transferee Company shall be issued and allotted and therefore, the rights of the equity shareholders of the Transferee Company pre and post amalgamation shall not ....