Contact us   Feedback   Annual Subscription   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2015 (8) TMI 433 - DELHI HIGH COURT

2015 (8) TMI 433 - DELHI HIGH COURT - TMI - Scheme of Amalgamation Dispensing convening of meetings of equity shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391-394 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 secured creditor of transferor and transferee companies have .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

unsecured creditors of transferor company-1 and have undertaken to discharge their liabilities in normal course of their business Application stands allowed Decided in favour of applicants - COMPANY APPLICATION (MAIN) NO. 111/2015 - Dated:- 22-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Mr. Dhritiman Bhattacharyya with Mr.Piyush Sharma and Ms Deeti Ojha, Advocates For the Respondent : None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 39 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

mpany no. 2) with Exl Service.com (India) 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 incorporated under the Companies Act, 1956 on 15th January, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferor company no. 2 was incorporated under the Companies Act, 1956 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t authorized share capital of the transferor company no.1 is ₹ 15,00,00,000/- divided into 1,50,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 13,76,55,000/- divided into 1,37,65,500 equity shares of ₹ 10/- each. 7. The present authorized share capital of the transferor company no.2 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

en 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, and the provisional accounts of the companies, as on 31st March, 2015, have also been filed. 10. 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 affidavits. It is claimed by the applicants that the proposed Scheme w .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

is concerned, the Scheme provides that ExlService Mauritius Limited is the parent company which holds the entire paid-up share capital of the transferor company no. 1 (except one share only) and transferee company (except two shares only) and that the transferor company no. 2 is a wholly owned subsidiary of the transferee company and the Scheme does not envisage issuances of any shares to the transferee company. It is further provided that a lump sum consideration amounting to ₹ 1,37,65,50 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Companies Act, 2013 are pending against the applicant companies. 13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 2nd April, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 14. The transferor company no. 1 has 02 equity shareholders and 01 secured creditor. Both the equity sha .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

The transferor company no. 2 has 02 equity shareholders. Both the equity shareholders 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 meeting of the equity shareholders of the transferor company no. 2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamat .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version