Company law
Querist :
Anonymous
(Querist) 13 December 2011
This query is : Resolved
sir,
am the legal manager in a public limited company.one of our sister units went in for amalgamation in 2001.Five tansferee companies got amalgamated with the the tranferee company.tansferor company has a share capital of 1.50 crores and other five companies had a combined share capital of 2.30 crores.total is 3.80.crores.there is an amalgamation order by company court 2001 sanctioning the scheme.Registrar of companies was a party in the company court.Now authorized share capital has been increased to 10 crore.Roc has initiated prosecution for non filing of form 5 for authorized share capital.tha amalgamation order is with them.Board resolution resolution authorising increase has been communicated.from 5 filed by five tranferee companies seperately before merger has been duly filed.can you guide me as to the legal validity of prosecution or is it necessery for us to file seperate form 5 for the transferor company or we will be liable to pay only for 6.20 crore being only the balance of incresed authorised share capital?i want pointed reply..please.
Raj Kumar Makkad
(Expert) 13 December 2011
As the transferee companies separately move their form 5 to increase their share capital prior to their merger so there is no illegallity therein and transferor company is well within its right to claim accordingly. The prosecution therefore seems illegal.
Querist :
Anonymous
(Querist) 15 December 2011
hee sirs prabhakar and raj kumar,
trasferee companies filed form 5 before merger not for increased authorized share capitalbut for share capital at the time of registration.they merged with the tranferor company and both had a combined capital of 3.80 crores.ROC was a party before the company court(high court)and it was the transferor company which passed resolution after merger,to increase authorized share capital to 10 crores.now is prosecution now transferor company facing for non filing of form 5 is tenable?whether we will be liable for the balance 6.20 crores? (accumulated share capital after merger)whether we are liable to pay 500 each day as its a continuing offence?what are the defense available to the transeror company?
