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In Re: Avanti Bristlers Private Limited, Grassmore Products Private Limited, W.H. Targett India Limited

2015 (8) TMI 380 - DELHI HIGH COURT

Scheme of Amalgamation – Dispensing convening of meetings of equity shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Section 391(1) of Companies Act, 1956 – Held that:- board of directors of transferor and transferee companies in their separate meetings unanimously approved proposed Scheme of Amalgamation – Equity shareholders and unsecured creditor of transferor and transferee companies have given their consents/no objections in writin .....

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ment of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of Avanti Bristlers Private Limited (hereinafter referred to as the transferor company No. 1) and Grassmore Products Private Limited (hereinafter referred to as the transferor company No. 2) with W.H. Targett India Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transfer .....

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istered office from the State of Gujarat to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 4th May, 2007. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 2nd March, 1984 with the Registrar of Companies, West Bengal under the name and style of Grassmore Tea Limited. The company changed its name to Grassmore Products Limited and obtained the fresh certificate of incorporation o .....

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regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 22nd September, 2000. 5. The transferee company was originally incorporated under the Companies Act, 1956 on 19th November, 1981 with the Registrar of Companies, West Bengal under the name and style of Marble Trading Co. Limited. The company changed its name to W.H. Targett India Limited and obtained the fresh certificate of incorporation on 13th August, 1985. Thereafter, the company shifted its registered office .....

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ed share capital of the transferor company no.2 is ₹ 25,00,000/- divided into 25,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,00,000/- divided into 10,000 equity shares of ₹ 100/- each. 8. The present authorized share capital of the transferee company is ₹ 2,55,00,000/- divided into 25,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 2,5 .....

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plication and the accompanying affidavit. It is claimed that the proposed amalgamation will lead to pooling of expertise and financial resources and more efficient use of existing resources for the benefit of shareholders. It is further claimed that the proposed amalgamation will lead to saving in administrative, marketing, personnel, and servicing overheads, and thereby the cost of operations would be reduced considerably and the profitability would be increased eventually which will benefit th .....

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of ₹ 10/- each of transferee company, credited as fully paid up, for every 01 equity share of ₹ 100/- each fully paid up held in the transferor company no. 2. 12. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 27th January 2015 have unanimously approved the proposed Sche .....

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