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In Re: Cyclonic Bicycles Private Limited, Ethan Agencies Private Limited, Mulberry Fab Text Private Limited, Onset Interiors Private Limited

2015 (8) TMI 574 - 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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ent 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 Cyclonic Bicycles Private Limited (hereinafter referred to as the transferor company no. 1); Ethan Agencies Private Limited (hereinafter referred to as the transferor company no. 2) and Mulberry Fab Text Private Limited (hereinafter referred to as the transferor company no. 3) with Onset Interiors Private Limited .....

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nies, NCT of Delhi & Haryana at New Delhi under the name and style of Rich Soya Foods Private Limited. The company changed its name to Ethan Agencies Private Limited and obtained the fresh certificate of incorporation on 14th October, 2011. 5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 21st September, 1987 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Saldi Chits Private Limited. The company .....

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ansferor company no.1 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferor company no.2 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,0 .....

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, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 11. 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, 2015, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 12. A copy of the Scheme of Amalgamation has been placed on record and the salient f .....

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verheads, better and more productive utilization of human and other resources and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses. 13. 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 .....

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ly paid up, for every 100 equity shares of ₹ 100/- held in the transferor company no. 3. 14. 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. 15. The Board of Directors of the transferor and transferee companies in their separate meetings held on 16th May, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Boar .....

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shareholders and unsecured creditors 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 creditor of the transferor company no. 1, as on 31st March, 2015. 17. The transferor company no. 2 has 03 equity shareholders and 03 unsecured creditors. All the equity shareholders and all the unsecured creditors have given their consents/no objections in writing to the proposed Sch .....

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