TMI Blog2015 (8) TMI 92X X X X Extracts X X X X X X X X Extracts X X X X ..... 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, 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. 3); Parashar Sugars Private Limited (hereinafter referred to as the transferor company no. 4); Ritesh Vyapaar Private Limited (hereinafter referred to as the transferor company no. 5) and Hindon Projects Private Limited (hereinafter referred to as the transferor company no. 6) with Ojas Industries 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 no. 1 was originally incorporated under the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistrar of Companies, Maharashtra at Mumbai under the name and style of Ojas Sugars Private Limited. Thereafter, the company changed its name to Ojas Industries Private Limited and obtained the fresh certificate of incorporation on 13th September, 2004. 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 Companies, NCT of Delhi Haryana at New Delhi on 19th February, 2007. 10. The present authorized share 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. The present authorized share capital of the transferor company no.2 is ₹ 10,55,00,000/- divided into 2,00,000 equity shares of ₹ 10/- each aggregating S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicants that the transferor companies are wholly owned subsidiaries of the transferee company and the Scheme is proposed to achieve better financial structuring of the business, securitize the debts to lenders, banks, financial institutions and stakeholders of the company. It is claimed that the proposed scheme will economize administrative cost of running seven companies and will also 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shareholders and preference shareholder 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 unsecured creditor of the transferor company no.1, as on 31st March, 2014. 23. The transferor company no. 2 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. 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 no secured or unsecured creditor of the transferor company no.2, as on 31st March, 2014. 24. The transferor company no. 3 has 02 equity shareholders and 01 preference shareholder. Both the equity shareholders and the only preference shareholder have given the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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