TMI Blog2016 (11) TMI 163X X X X Extracts X X X X X X X X Extracts X X X X ..... n is hereby granted to the Scheme of Amalgamation and Arrangement under Sections 391 and 394 of the Companies Act, 1956 - Company Petition No. 161/2016 - - - Dated:- 2-9-2016 - Sudershan Kumar Misra, J. For the Petitioner : Mr. Vijay Nair and Mr. Rahul Malhotra, Advocates For the Official Liquidator Ms. Aparna Mudiam, Asstt. Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate ORDER Sudershan Kumar Misra, J. 1. This joint petition has been filed under Sections 391, 392 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation and Arrangement between Ideal Knowledge Park Private Limited (hereinafter referred to as the transferor company no. 1); Ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 56 on 30th May, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 8. The present authorized share capital of the transferor company no.1 is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,00,000/- divided into 10,00,000 equity shares of ₹ 10/- each. 9. 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 10,000 equity shares of ₹ 10/- each. 10. The present authorized share capital of the transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le to amalgamate the transferor companies into the transferee company so that the assets and resources of the transferor companies can be conveniently and effectively utilized by the transferee company to carry on its operations more economically and efficiently. It is claimed that the amalgamation will enhance the overall shareholders value and increase the operational efficiency of the transferee company. 15. 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:- 3,926 equity shares of ₹ 10/- each of the transferee company, credited as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme of Amalgamation and Arrangement. Vide order dated 18th January, 2016, this court allowed the application and dispensed with the requirement of convening and holding the meetings of their equity shareholders and unsecured creditors, there being no secured creditor of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation and Arrangement. 19. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation and Arrangement. Vide order dated 26th February, 2016, notice in the petition was directed to be issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were also di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the petitioner has submitted that that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published in the newspapers on 26th March, 2016. 23. Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and Arrangement and the affidavits filed by the Regional Director, Northern Region and the Official Liquidator having not raising any objection to the proposed Scheme of Amalgamation and Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation and Arrangement. Consequently, sanction is hereby granted to the Scheme of Amalgamation and Arrangement under Sect ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
