9911796707
TMI Blog2015 (5) TMI 157X X X X Extracts X X X X X X X X Extracts X X X X ..... ferred to as the transferor company no. 2); Holofix Urban Infrastructure Private Limited (hereinafter referred to as the transferor company no. 3); Genius Infratech Private Limited (hereinafter referred to as the transferor company no. 4); Laurel Real Estates Private Limited (hereinafter referred to as the transferor company no. 5); A to Z Infratech Private Limited (hereinafter referred to as the transferor company no. 6); RC Properties Private Limited (hereinafter referred to as the transferor company no. 7); AC Infratech Private Limited (hereinafter referred to as the transferor company no. 8); Ultimate Enterprises Private Limited (hereinafter referred to as the transferor company no. 9); AKC Investments Private Limited (hereinafter referred to as the transferor company no. 10); Ganadhipati Investments Private Limited (hereinafter referred to as the transferor company no. 11); Ultimate Energy Limited (hereinafter referred to as the transferor company no. 12); SK Buildpro Private Limited (hereinafter referred to as the transferor company no. 13); and Sungrace Buildwell Private Limited (hereinafter referred to as the transferor company no. 14) with Sungrace Products (India) Private ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... elhi & Haryana at New Delhi. 11. The transferor company no. 9 was originally incorporated under the Companies Act, 1956 on 31st August, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Royale Garden Hotels & Resorts Private Limited. The company changed its name to Ultimate Enterprises Private Limited and obtained the fresh certificate of incorporation on 20th May, 2003. 12. The transferor company no. 10 was incorporated under the Companies Act, 1956 on 9th April, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 13. The transferor company no. 11 was incorporated under the Companies Act, 1956 on 9th April, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 14. The transferor company no. 12 was incorporated under the Companies Act, 1956 on 16th December, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 15. The transferor company no. 13 was incorporated under the Companies Act, 1956 on 12th September, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 16. The transferor company no. 14 was incorporated under the Companies Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 6,00,000/- divided into 60,000 equity shares of Rs. 10/- each. 26. The present authorized share capital of the transferor company no.9 is Rs. 6,00,00,000/- divided into 2,25,000 non-cumulative preference shares of Rs. 100/- each aggregating to Rs. 2,25,00,000/-; and 37,50,000 equity shares of Rs. 10/- each aggregating to Rs. 3,75,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs. 3,74,00,000/- divided into 37,40,000 equity shares of Rs. 10/- each. 27. The present authorized share capital of the transferor company no.10 is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. 28. The present authorized share capital of the transferor company no.11 is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. 29. The present authorized share capital of the tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall issue and allot equity shares to the shareholders of the transferor company in the following ratio: "84 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 10/- each held in the transferor company no. 1." "89 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 10/- each held in the transferor company no. 2." "62 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 10/- each held in the transferor company no. 3." "43 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 10/- each held in the transferor company no. 4." "66 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 1/- each held in the transferor company no. 5." "38,843 equity shares of Rs. 100/- each of the transferee company credited as fully paid up for every 1000 equity shares of Rs. 10/- each held in the transferor company no. 6." "33,566 equity shares of Rs. 100/- each of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ree companies, there being no secured creditors of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. 39. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 24th December, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also directed to be published in 'Business Standard' (English) and (Hindi) editions. The petitioners have filed an affidavit showing compliance regarding publication of citations in the aforesaid newspapers on 31st January, 2015. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 40. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 19th March, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Registrar of Companies. He also undertakes to inform the Court if there is any material change in the financial or other affairs in the companies. In view of the above, the observation raised by the Regional Director stands satisfied. 43. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 19th March, 2015 of Mr. Anuj Sharma, Director of the transferee company, have submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 31st January, 2015. 44. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region, and the Official Liquidator not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutor ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
