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TMI Blog2015 (5) TMI 158X X X X Extracts X X X X X X X X Extracts X X X X ..... f their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of All India Film Corporation Private Limited (hereinafter referred to as the transferor company no. 1); The All India Investment Corporation Private Limited (hereinafter referred to as the transferor company no. 2); and World Media International Limited (hereinafter referred to as the transferor company no. 3) with World Media Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was originally inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... changed its name to World Media Limited and obtained the fresh certificate of incorporation on 10th October, 1991. The company finally changed its name to World Media Private Limited and obtained the fresh certificate of incorporation on 19th September, 2002. 7. The present authorized share capital of the transferor company no.1 is Rs. 34,04,900/- divided into 34,04,900 equity shares of Rs. 1/- each. The present issued, subscribed and paid-up share capital of the company is Rs. 2,24,806/- divided into 2,24,806 equity shares of Rs. 1/- each. 8. The present authorized share capital of the transferor company no.2 is Rs. 15,00,000/- divided into 14,000 equity shares of Rs. 100/- each aggregating to Rs. 14,00,000/- and 1000 preference s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other expenditure, and bring about operational rationalization, organizational efficiency and optimal utilization of various resources. It is further claimed that consolidation of entities will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the companies and also avoid duplication of administrative functions and eliminate multiple record-keeping. 13. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio: "01 equity share of Rs. 10/- each of the transferee co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 1, as on 31.01.2015. 17. The transferor company no. 2 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objection ..... X X X X Extracts X X X X X X X X Extracts X X X X
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