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In Re: Ganraj Sugars Private Limited, Pukhraj Sugars Private Limited, Jivitesh Sugars Private Limited, Parashar Sugars Private Limited, Ritesh Vyapaar Private Limited, Hindon Projects Private Limited, Ojas Industries Private Limited

2015 (8) TMI 92 - DELHI HIGH COURT

Scheme of Amalgamation - Dispensing convening of meetings of equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956 – Held that:- Board of Directors of transferor companies no. 1, 2, 3, 4, 5 & 6 and transferee company in their separate meetings respectively have unanimously approved proposed Scheme of Amalgamation – Consents/no objections of equity shareholders and .....

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pense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Ganraj Sugars Private Limited (hereinafter referred to as the transferor company no. 1); Pukhraj Sugars Private Limited (hereinafter referred to as the transferor company no. 2); Jivitesh Sugars Private Limited (hereinafter referred to as the transferor company no. .....

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t. 3. The transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 5th May, 2004 with the Registrar of Companies, Maharashtra at Mumbai. It has been submitted by the applicants that the company shifted its registered office from the State of Maharashtra to NCT of Delhi and is presently having its registered office at New Delhi. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 6th May, 2004 with the Registrar of Companies, M .....

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Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st October, 2014. 6. The transferor company no. 4 was originally incorporated under the Companies Act, 1956 on 19th May, 2003 with the Registrar of Companies, Maharashtra at Mumbai. Subsequently, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Comp .....

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he State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st January, 2011. 8. The transferor company no. 6 was originally incorporated under the Companies Act, 1956 on 5th June, 2013 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 9. The transferee company was originally incorporated under the Companies Act, 1956 on 13th May, 2003 with the Registrar of Companies, Mahar .....

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capital of the transferor company no.1 is ₹ 5,00,00,000/- divided into 50,000 equity shares of ₹ 10/- each aggregating ₹ 5,00,000/- and 49,50,000 preference shares of ₹ 10/- each aggregating ₹ 4,95,00,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 71,50,000/- divided into 10,000 equity shares of ₹ 10/- each aggregating ₹ 1,00,000/- and 7,05,000 preference shares of ₹ 10/- each aggregating ₹ 70,50,000/-. 11. .....

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0/- each aggregating ₹ 10,33,34,000/-. 12. The present authorized share capital of the transferor company no.3 is ₹ 5,00,00,000/- divided into 50,000 equity shares of ₹ 10/- each aggregating ₹ 5,00,000/- and 49,50,000 preference shares of ₹ 10/- each aggregating ₹ 4,95,00,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 1,48,50,000/- divided into 10,000 equity shares of ₹ 10/- each aggregating ₹ 1,00,000/- and 14,75 .....

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ing ₹ 1,00,000/- and 7,55,611 preference shares of ₹ 10/- each aggregating ₹ 75,56,110/-. 14. The present authorized share capital of the transferor company no.5 is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 15. The present authorized share capital of the transferor company no.6 is ₹ 1,00,000/- divide .....

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p share capital of the company is ₹ 2,00,000/- divided into 20,000 equity shares of ₹ 10/- each. 17. 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. 18. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme h .....

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achieve better administrations, operations and management by consolidation, synchronization, synergisation and restructuring and to have optimum and efficient utilization of capital, resources, assets and facilities. 19. 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 transferor companies in the following ratio:- 06 fully paid-up equity shares .....

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05 fully paid-up equity shares of ₹ 10/- each of the transferee company for every 01 fully paid-up equity share of ₹ 10/- each held in the transferor company no. 4. 01 fully paid-up equity share of ₹ 10/- each of the transferee company for every 1268 fully paid-up equity shares of ₹ 10/- each held in the transferor company no. 5. 01 fully paid-up equity share of ₹ 10/- each of the transferee company for every 1347 fully paid-up equity shares of ₹ 10/- each hel .....

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ation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 22. The transferor company no. 1 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder 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. .....

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nly preference shareholder 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 preference shareholder of the transferor company no. 2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is .....

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he equity shareholders and preference shareholder of the transferor company no. 3 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.3, as on 31st March, 2014. 25. The transferor company no. 4 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder have given their consents/no objectio .....

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as on 31st March, 2014. 26. The transferor company no. 5 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 the meetings of the equity shareholders and unsecured creditor of the transferor company .....

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