2015 (6) TMI 11

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..... posed Scheme of Amalgamation of Century Seeds Private Limited (hereinafter referred to as the applicant/transferor company) with HM.Clause India Private Limited (hereinafter referred to as the transferee company) and to dispense with the requirement of the transferee company to approach the High Court of Andhra Pradesh, its jurisdictional High Court, for seeking sanction of Scheme of Amalgamation. 2. The registered office of the applicant/transferor company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferee company is situated at Telangana, outside the jurisdiction of this Court. 3. The applicant/transferor company was incorporated under the Companies Act, 1956 on 16th April, .....

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..... iple book record-keeping. 7. So far as the share exchange ratio is concerned, the Scheme provides that the transferor company is a wholly owned subsidiary of the transferee company, and the entire equity share capital of the transferor company is held by the transferee company. Therefore, neither any consideration shall be paid or shares shall be issued/allotted by the transferee company to the shareholders of the transferor company and the shares so held by the transferee company shall stand cancelled and extinguished pursuant to implementation of the Scheme. 8. It has been submitted by the applicant that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and under any applicable provisions of the Companies Act, 2013 are .....

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..... y of the transferee company; no new shares will be issued by the transferee company in lieu of the shares of the transferor company; and there will be no change in the control and management of the transferee company, therefore, the rights of the shareholders of the transferee company will not be affected in any manner whatsoever by the Scheme. It is further submitted that both the companies are profit making companies and have sufficient reserves and surplus and high positive net worth and the aggregate of assets of both the companies are more than sufficient to meet their respective and combined aggregate liabilities towards their respective creditors. Therefore, the rights of the creditors of the transferee company will not be adversely .....

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