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TMI Blog2015 (5) TMI 404X X X X Extracts X X X X X X X X Extracts X X X X ..... e of Amalgamation of M/s. Almondz Re-Insurance Brokers Private Limited (hereinafter referred to as the transferor company) with M/s. Almondz Insurance Brokers 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 was incorporated under the Companies Act, 1956 on 27th December, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 27th March, 2003 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of ASL Insurance Bro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... maximizing overall shareholder value. It is further claimed that the Scheme will also provide increased competitive size, scale, better leverages in operational planning and process optimization and higher efficiency in use of available resources and will build up a larger capital base for the future growth and continuous development of the amalgamated entity, establishing proper organization machinery and smooth process of integration. 9. So far as the share exchange ratio is concerned, the Scheme provides that, since the transferor company is a wholly owned subsidiary of the transferee company, all the equity shares held by the transferee company and its nominees in the transferor company shall be cancelled and extinguished. Accordingly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat out of 28 unsecured creditors, 17 unsecured creditors holding unsecured debt of Rs. 17,62,64,545/- have been paid off fully/partly by the company, as on 30th January, 2015. Learned counsel for the applicants has submitted that the transferor company is a wholly owned subsidiary of the transferee company and since it is an amalgamation of the wholly owned subsidiary company with its holding company, therefore, rights of unsecured creditors of the applicant companies will not be affected adversely. He further submitted that the Scheme does not contemplate any variation of the rights of the unsecured creditors, nor does it contemplate extinction or reduction of liability to any creditor. Learned counsel has also submitted that on amalgamat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... net worth of Rs. 11,31,05,228/-. In addition, the applicants have placed on record the certificate issued by M/s. Pawan Shubham & Co., Chartered Accountant, determining the liquidity position of the companies, which shows that the liquid assets (including cash and bank balance) of the transferor company, pre-amalgamation, are to the tune of Rs. 37,18,61,504/- whereas the liquid assets (including cash and bank balance) of the transferee company, post-amalgamation, are to the tune of Rs. 41,31,76,317/-. Therefore, the rights of the unsecured creditors of the transferor company are not likely to be affected and the transferee company will be in a position to discharge all its liabilities, upon sanction of the Scheme of Amalgamation. In view of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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