TaxTMI 
TaxTMI 
2016 (8) TMI 1605
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....Kapoor for Regional Director in all the Petitions. Mr. Vinod Sharma, Official Liquidator, High Court, Bombay, a/w Ms. Yogini Chauhan, Deputy Official Liquidator, present. ORDER PC: 1. Heard the learned Counsel for the Petitioner Companies. No objector has come before the Court to oppose the Scheme and nor has any party contravened any averments made in the Petition. 2. The sanction of the Court is sought to the modified Scheme of Amalgamation and Arrangement between Eaton Industries Private Limited and Internormen Filters Private Limited and Eaton Technologies Private Limited and their Respective Shareholders (as explained at paragraph 9 below. 3. The Counsel for the Petitioner submits that the Transferor Company i.e. Eato....
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....g exercise, the Eaton Group has recently merged significant electrical businesses within the fold of Eaton and Cooper entities. Another merger of entities engaged in hydraulics and automotive manufacturing business is in process. Transferor Company is wholly owned subsidiaries of the Transferee Company. Pursuant to the Eaton Group's strategy to integrate its businesses in India, in order to maintain a simple corporate structure and eliminate duplicate corporate procedures, it is desirable to merge and amalgamate all the Undertaking (as defined in the modified Scheme) of the Transferor Company into the Transferee Company. The amalgamation of the Undertaking of the Transferor Company into the Transferee Company will facilitate consolidation o....
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....aragraph 6 (a) to (c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that : The Deponent further submits that:- (a) The shares of Transferee Company are held by Foreign Body Corporate . Hence while giving effect to the Scheme, by buying back of shares by the Transferee Company from the shareholders of Transferee Company, the Transferee company has to comply with provisions of FEMA/RBI regulation as applicable in this regard. (b) Clause 18 of the Scheme provides for insertion of a new object clauses in the Memorandum of Association of Transferee Company. In this regard, the Transferee Comp....
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....ters Private Limited as one of the two Transferor Companies from the Scheme such that the only Transferor Company is Eaton Industries Private Limited, and (c) modification of clause 13.2 of the Scheme to the effect that the assets and liabilities of Eaton Industries Private Limited (which will be transferred to and vested in Eaton Technologies Private Limited pursuant to the amalgamation of Eaton Industries Private Limited with Eaton Technologies Private Limited on the revised Scheme becoming effective) are recorded at fair value in the case of all tangible and intangible assets and liabilities and at book value in case of all other assets and liabilities in accordance with the Accounting Standards 14 (Purchase Method). 10. The reasons f....
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....section 18 of the Companies Act, 1956 by filing an amended copy of Memorandum of Association with necessary forms with Registrar of Companies. 12. The Counsel for the Regional Director on instructions of Joint Director in the office of Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the undertaking and submission given by the Petitioner Companies. The said undertaking given by the Petitioner Companies is accepted. 13. The Official Liquidator has filed his report on 24th May 2016 in Company Scheme Petition Nos. 148 of 2016 and 149 of 2016 stating therein that the affairs of the Transferor Companies (Internormen Filters Private Limited and Eaton Industries Private Limite....