sebi:MS/CM/2018-19/1532
Facts / Headnote
Show Cause Notice dated May 27, 2014 disposed of; no penalty imposed
Provisions invoked
- s. 15
- s. 15H
Parties
- M/s. Universal Multimedia Ltd
Holding
The proceedings against the noticee were dropped because the noticee had ceased to exist following its amalgamation with M/s Divya Ferro (P) Limited effective April 1, 2008, and therefore the SCORES authentication circular was not applicable to it.
Full text
Page 2 of 4 Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter, Rules) to enquire into and adjudge under section 15HB of SEBI Act the alleged violation of cited circulars by the noticee. Pursuant to her transfer, Shri P. Mahapatra was appointed as AO. Subsequent to his transfer, the undersigned was appointed as AO vide Order dated January 27, 2016.
Page 3 of 4 CONSIDERATION OF ISSUES AND FINDINGS 7. I have carefully perused the documents available on record and the issues that arise for consideration in the present case are:
Page 4 of 4 “The High Court was in error in holding that even after amalgamation of two companies, the transferor company did not become non-existent instead it continued its entity in a blended form with the appellant company. The High Court's view that on amalgamation 'there is no complete destruction of corporate personality of the transferor company instead there is a blending of the corporate personality of one with another corporate body and it continues as such with the other is not sustainable in law. The true effect and character of the amalgamation largely depends on the terms of the scheme of merger. But there cannot be any doubt that when two companies amalgamate and merge into one the transferor company loses its entity as it ceases to have its business. However, their respective rights of liabilities are determined under scheme of amalgamation but the corporate entity of the transferor company ceases to exist with effect from the date the amalgamation is made effective” (emphasis supplied).
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Source: SecMarx — sebi:MS/CM/2018-19/1532. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.