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TMI Blog2017 (1) TMI 907X X X X Extracts X X X X X X X X Extracts X X X X ..... er No.1') and Appstudioz Technologies Private Limited (hereinafter referred as 'Transferor Company No.2/Petitioner No.2') seeking sanction to the Scheme of Amalgamation (hereinafter referred to as 'proposed scheme') of the Transferor Company No.1/Petitioner No.1, Transferor Company No.2/Petitioner No.2, AD2C (India) Private Limited (hereinafter referred to as 'Transferor Company No.3') with Affle (India) Private Limited (hereinafter referred to as 'Transferee Company'). 2. Transferor Company No.1/Petitioner No.1 and Transferor Company No.2/Petitioner No.2 are hereinafter collectively referred to as 'Petitioners'. 3. The registered offices of the Petitioners are situated at New Delhi, within the jurisdiction of this Court. The registered o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,000/-, divided into 25,000 Equity Shares of Rs. 10/- each. 9. The authorized share capital of the Transferor Company No.2/Petitioner No.2, as on 31.03.2015, is Rs. 1,00,000/-, divided into 10,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Transferor Company No.2/Petitioner No.2, as on 31.03.2015, is Rs. 1,00,000/-, divided into 10,000 Equity Shares of Rs. 10/- each. 10. The authorized share capital of the Transferor Company No.3, as on 31.03.2015, is Rs. 3,00,00,000/-, divided into 30,00,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Transferor Company No.3, as on 31.03.2015, is Rs. 2,55,15,000/-, divided into 25,51,500 Equity Shares of Rs. 10/- eac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly paid up equity shares of Rs. 10/- each of the Transferor Company No.1. 586 fully paid up equity shares of Rs. 10/- each, of the Transferee Company shall be issued in lieu of 05 fully paid up equity shares of Rs. 10/- each of the Transferor Company No.2. 48 fully paid up equity shares of Rs. 10/- each, of the Transferee Company shall be issued in lieu of 05 fully paid up equity shares of Rs. 10/- each of the Transferor Company No.1. 15. It has been submitted that no proceedings under Sections 235 to 251 of the Act (or under the corresponding provisions of the Companies Act, 2013) are pending against any of the Petitioners. 16. The Board of Directors of the Transferor Companies and the Transferee Company in their separate meetings he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odifications, the proposed scheme. 18. As per the directions of this Court, by way of order dated 23.12.2015, meeting of unsecured creditors of Transferor Company No.2 was convened and the proposed scheme was duly approved and the report of the Chairperson, dated 19.02.2016, in this behalf has been placed on record. 19. The Petitioners have thereafter filed the present Petition seeking sanction to the proposed scheme. Vide order dated 18.05.2016, notice in the Petition was issued to the Regional Director, Northern Region and the Official Liquidator. Citations were directed to be published in the Delhi Editions of the newspapers, 'Indian Express' (English) and 'Jansatta' (Hindi). An affidavit dated 01.10.2016 has been filed by the Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istrar of Companies appearing on behalf of the Regional Director, that no further objections remain. 25. It is observed that no objections have been forthcoming from any party pursuant to the publication of citations in newspapers on 21.08.2016. 26. In view of the approval accorded by the shareholders and creditors of the Petitioners to the proposed scheme; the report filed by the Official Liquidator not raising any objection to the proposed scheme and the affidavit filed by the Regional Director, Northern Region, wherein all observations raised stand satisfied, there appears to be no impediment to the grant of sanction to the proposed scheme. Hence, sanction is hereby granted to the proposed scheme under sections 391 and 394 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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