TMI Blog2015 (5) TMI 158X X X X Extracts X X X X X X X X Extracts X X X X ..... en 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. 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 objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... writing to 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 meetings of the equity shareholders and unsecured creditors of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferee company, as on 31.01.2015. - The application approved. - COMPANY APPLICATION (MAIN) NO. 49/2015 - - - Dated:- 29-4-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Mahesh Aggarwal with Mr. Rajeev Kumar, Advocates Sudershan Kumar Misra, J. 1. This joint application ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent Corporation Limited. The company changed its name to The All India Investment Corporation Private Limited and obtained the fresh certificate of incorporation from the Registrar of Companies, NCT of Delhi Haryana at New Delhi on 23rd September, 1976. 5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 25th November, 1991 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 6. The transferee company was originally incorporated under the Companies Act, 1913 on 17th October, 1949 under the name and style of Kishori Lal Shyam Lal and Company Private Limited. The company changed its name to L.M. Distributors Private Limited and obtained the fresh certificate of incorporation from the Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h aggregating to ₹ 5,00,000/-. The present issued, subscribed and paid-up share capital of the company is ₹ 5,00,690/- divided into 50,069 equity shares of ₹ 10/- each. 10. The present authorized share capital of the transferee company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,01,000/- divided into 10,100 equity shares of ₹ 10/- each. 11. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... becoming effective. It is further provided that the entire issued, subscribed and paid up capital of the transferor company no. 3 is held by the transferee company and its subsidiaries. Accordingly, in compliance with Section 19 of the Companies Act, 2013, there shall be no issue and allotment of shares of the transferee company upon amalgamation of the transferor company no. 3. 14. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 15. The Board of Directors of the transferor and transferee companies in their separate meetings held on 6th February, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 18. The transferor company no. 3 has 03 equity shareholders and 02 unsecured creditors. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. As per the certificate dated 18th February, 2015 issued by V. K. Arora Associates, Chartered Accountants, out of 02 unsecured creditors, 01 unsecured creditor namely Menichetti Glues Adhesives having an unsecured debt of ₹ 32,578/- has been paid in full on 18.02.2015. The consent of other unsecured creditor has been placed on record. All the consents have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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