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In Re Pinnacle Textiles Private Limited Maya Clothing Private Limited Saga Textiles Private Limited Zenith Clothing Company Private Limited D & S Hosiery & Wollen Mills Private Limited Indus Garments Private Limited

Scheme of Amalgamation - Held that:- Considering the approval accorded by the shareholders and creditors of the Petitioner Companies to the proposed scheme; the affidavit filed by the Regional Director, Northern Region and the report filed by the Official Liquidator, not raising any objection to the proposed scheme, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner Companies will comp .....

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ted qua any enactment, statutory rule or regulation, the sanction granted by this Court to the proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies. - CO.PET. 325/2016 - Dated:- 31-1-2017 - MR. SIDDHARTH MRIDUL J. Mr. Praveen K. Mittal, Advocate for Petitioners Ms. Aparna Mudiam, AROC for RD Mr. Rajiv Bahl, Advocate for OL CORAM: J U D G M E N T SIDDHARTH MRIDUL, J. 1. Th .....

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& Wollen Mills Private Limited (hereinafter referred to as Transferor Company No.5 ) and Indus Garments Private Limited (hereinafter referred to as Transferee Company ) seeking sanction of this Court to the proposed scheme of Amalgamation (hereinafter referred to as proposed scheme ) of Transferor Company Nos.1 to 5 with the Transferee Company. 2. The Transferor Company Nos. 1 to 5 and the Transferee Company are hereinafter collectively referred to as Petitioner Companies . 3. The registered .....

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96, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 7. The Transferor Company No.4 was incorporated under the Act, on 26.04.2000, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 8. The Transferor Company No.5 was incorporated under the Act, on 20.05.1999, with the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. 9. The Transferee Company was incorporated under the Act, on 12.07.2000, with the Ass .....

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7; 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferor Company No.2, as on 31.03.2015, is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each fully paid-up. 12. The authorized share capital of Transferor Company No.3, as on 31.03.2015, is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferor Company No.3, as on 31.03.2015, i .....

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₹ 80,00,000/- divided into 8,00,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferor Company No.5, as on 31.03.2015, is ₹ 80,00,000/- divided into 8,00,000 equity shares of ₹ 10/- each fully paid-up. 15. The authorized share capital of the Transferee Company, as on 31.03.2015, is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/each. The issued, subscribed and paid-up capital of Transferee Company, as on 31.03.2015, i .....

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ted on behalf of the Petitioner Companies that the circumstances that justify and/or necessitate the proposed scheme are, inter alia, as follows: a) The shareholders of all the Petitioner Companies are almost common. b) The proposed scheme will result in pooling of their financial, commercial and other resources, economies of scale and reduction of overheads. c) With enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and strength to meet req .....

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y of the face value of ₹ 10/- each credited as fully paid-up in the capital of the Transferee Company to the shareholders of Transferor Company No.1 whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand ) equity share of ₹ 10/- each held by the said shareholders in the Transferor Company No.1, (2) 12 (Twelve ) equity shares of the Transferee Company of the face value of .....

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ted as fully paid-up in the capital of the Transferee Company to the shareholders of Transferor No. 3 Company whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand ) equity share of ₹ 10/- each held by the said shareholders in the Transferor Company No.3, (4) Nil (Zero) equity shares of the Transferee Company of the face value of ₹ 10/- each credited as fully paid-up in .....

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e Company to the shareholders of Transferor Company No.5 whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand) equity share of ₹ 10/- each held by the said shareholders in the Transferor Company No.5. 19. Further, it is stated on behalf of the Petitioner Companies that no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. 20. The Bo .....

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shareholders and unsecured creditors of the Petitioner Companies, there being no secured creditors of the Petitioner Companies. Vide order dated 17.03.2016, this Court allowed the said application and dispensed with the requirement of convening and holding the meetings of the shareholders and unsecured creditors of the Petitioner Companies to consider and, if thought fit, approve, with or without modification the proposed scheme. 22. Pursuant to the same, the Petitioner Companies have filed the .....

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ippings containing the publications have been filed alongwith the said affidavit dated 22.09.2016. 23. Pursuant to the notices issued the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed a report dated 26.08.2016, wherein it has been stated that no complaint has been received against the proposed scheme from any interested person/party and that the affairs of the Transferor Company Nos.1 to 5 do not appear .....

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heme from any other party. The Petitioner Companies vide affidavit dated 22.09.2016, filed by their authorized representative, have submitted that neither the Petitioner Companies nor their counsel have received any objection pursuant to publication of citations in the newspapers on 14.07.2016. 26. Considering the approval accorded by the shareholders and creditors of the Petitioner Companies to the proposed scheme; the affidavit filed by the Regional Director, Northern Region and the report fil .....

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