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In Re : Philco Overseas Limited with Superfreeze India Limited

2015 (5) TMI 833 - DELHI HIGH COURT

Application for proposed scheme of Amalgamation - Dispensation of requirement of convening the meetings of their equity shareholders, secured and unsecured creditors - Held that:- All the equity shareholders / secured creditors or unsecured creditors of transferor company and transferee company 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. - Applicatio .....

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nsider and approve with or without modification, the proposed Scheme of Amalgamation of Philco Overseas Limited (hereinafter referred to as the transferor company) with Superfreeze India 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 on 25th October, 1994 with the Registrar .....

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; 10/- each fully paid-up. 6. The present authorized share capital of the transferee company is ₹ 1,75,00,000/- divided into 17,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,68,36,000/- divided into 16,83,600 equity shares of ₹ 10/- each fully paid-up. 7. Copies of Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st .....

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tructure; reducing operational and compliance costs, achieving operational and management efficiency; and synergies arising out of consolidation of business, such as, enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources. 9. 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 tra .....

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