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In Re:- Allied Trademart Private Limited, Anmol Advertising Private Limited, City Green Tour & Travels Private Limited, Classic Corporate Consultancy Private Limited, Kuber Parivahan Private Limited, Niti Marketing and Services Private Limited, Olivian Advertising Private Limited, Perfect Infotech Private Limited, Realvalue Land Infra Private Limited, Treya Technologies Private Limited, Talent eServices Private Limited, Vishay Electric Private Limited, YGR Enterprises Private Limited, JMR Buildwell Private Limited

2015 (5) TMI 196 - DELHI HIGH COURT

Application under Sections 391 & 394 of the Companies Act, 1956 - Dispensation with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors - Held that:- In all the 13 companies (transferor companies) and transferee company , all equity share holders, Unsecured creditors and Secured creditors 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 .....

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s been filed under Sections 391 & 394 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Allied Trademart Private Limited (hereinafter referred to as the transferor company no.1); Anmol Advertising Private Limited (hereinafter referred to as the .....

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sferor company no.7); Perfect Infotech Private Limited (hereinafter referred to as the transferor company no.8); Realvalue Land Infra Private Limited (hereinafter referred to as the transferor company no.9); Treya Technologies Private Limited (hereinafter referred to as the transferor company no.10); Talent eServices Private Limited (hereinafter referred to as the transferor company no.11); Vishay Electric Private Limited (hereinafter referred to as the transferor company no.12); and YGR Enterpr .....

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style of Allied Quartzite Private Limited. The company changed its name to Allied Trademart Private Limited and obtained the fresh certificate of incorporation on 13th April, 2011. 4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 16th June, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 16th March, 2010 with the Registrar of Companies, NCT of Delhi &a .....

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ar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Nirvana Educareers India Private Limited. The company changed its name to Niti Marketing and Services Private Limited and obtained the fresh certificate of incorporation on 13th May, 2010. 9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 17th February, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 10. The transferor company no. 8 was incorporated .....

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no. 11 was incorporated under the Companies Act, 1956 on 6th February, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 14. The transferor company no. 12 was originally incorporated under the Companies Act, 1956 on 9th November, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Vishay Electric Limited. The company changed its name to Vishay Electric Private Limited and obtained the fresh certificate of incorpo .....

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of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 1,50,000/- divided into 15,000 equity shares of ₹ 10/- each. 18. The present authorized share capital of the transferor company no.2 is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 3,50,000/- divided into 35,000 equity shares of ₹ 10/- each. 19. The present authorized share capita .....

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into 22,500 equity shares of ₹ 10/- each. 21. The present authorized share capital of the transferor company no.5 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. 22. The present authorized share capital of the transferor company no.6 is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. T .....

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any no.8 is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 4,98,000/- divided into 49,800 equity shares of ₹ 10/- each. 25. The present authorized share capital of the transferor company no.9 is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 3,12,500/- divided into 31,250 equity shar .....

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paid-up share capital of the companies is ₹ 3,78,500/- divided into 37,850 equity shares of ₹ 10/- each. 28. The present authorized share capital of the transferor company no.12 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the companies is ₹ 7,25,000/- divided into 72,500 equity shares of ₹ 10/- each. 29. The present authorized share capital of the transferor company no.13 is ₹ .....

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/- each. 31. 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, have also been filed. 32. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed .....

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feree company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio: 82 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 1. 118 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 2. 116 equity shares o .....

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ror company no. 5 68 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 6. 98 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 7. 72 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of & .....

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aid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 11. 56 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 12. 06 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each held in the transferor company no. 13. 34. It has been submitted by the applicants .....

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areholders. Both 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. 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 .....

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ght 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. 2, as on 9th February, 2015. 38. The transferor company no. 3 has 04 equity shareholders and 01 unsecured creditor. All 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. T .....

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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 the meetings of the equity shareholders and unsecured creditor of the transferor company no. 4 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed .....

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der 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. 5, as on 9th February, 2015. 41. The transferor company no. 6 has 07 equity shareholders and 01 unsecured creditor. All 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 pla .....

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ders 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 the meeting of the equity shareholders of the transferor company no. 7 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 .....

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ransferor company no. 8 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 transferor company no. 8, as on 9th February, 2015. 44. The transferor company no. 9 has 11 equity shareholders. 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. They have been examined .....

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riting 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 meeting of the equity shareholders of the transferor company no. 10 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. 10, as on 9th February, 2015. 46. T .....

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ion is dispensed with. There is no secured or unsecured creditor of the transferor company no. 11, as on 9th February, 2015. 47. The transferor company no. 12 has 06 equity shareholders. Both 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. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the .....

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