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TMI Blog2017 (2) TMI 1052X X X X Extracts X X X X X X X X Extracts X X X X ..... ider and if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation (hereinafter referred to as 'scheme') of GRM Metals Private Limited (hereinafter referred to as 'Transferor Company No.1') and MJR Components Private Limited (hereinafter referred to as 'Transferor Company No.2') with Mehra Metal Components Private Limited (hereinafter referred to as 'Transferee Company'). 2. The registered offices of the Applicant Companies are situated at New Delhi, within the jurisdiction of this Court. 3. Transferor Company No.1 was incorporated under the provisions of the Act on 20.04.2012 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter, the Company changed its registered o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... subscribed and paid-up share capital of the Transferee Company is Rs. 3,37,62,420/- divided into 33,76,242 equity shares of Rs. 10/- each. 9. Copies of the Memorandum and Articles of Association of the Applicant Companies have been filed on record. The audited balance sheets as on 31.03.2015 alongwith the reports of the auditors, of the Applicant Companies, have also been filed on record. 10. A copy of the proposed scheme has been placed on record and the salient features thereof have also been incorporated and set out in detail in the present application. It is stated by learned counsel appearing on behalf of the Applicant Companies that inter alia the circumstances which justify and/or necessitate the proposed scheme are as follows: * ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment structure of the Transferee Company and economies of scale for further modernization, growth and expansion of business. 11. So far as the share exchange ratio is concerned, the proposed scheme provides that, upon coming into effect of the proposed scheme, the Transferee Company shall issue and allot shares to the shareholders of the Transferor Company No.1 and Transferor Company No.2, in the following manner, respectively: "01 (one) share of the Transferee Company, for every 3.49 shares held by the shareholders of Transferor Company No.1 in Transferor Company No.1." "01 (one) share of the Transferee Company, for every 1.69 shares held by the shareholders of Transferor Company No.2 in the Transferor Company No.2." 12. It has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equirement of convening the meeting of the secured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. 19. The Transferee Company has 62 unsecured creditors. 59 out of the 62 unsecured creditors (representing 85% of unsecured debt) of the Transferee Company have given their written consent/NOC to the proposed scheme. Their written consent/NOC has been placed on record. They have been examined and found in order. 20. It is needless to state that this Court has the discretionary power under the provisions of section 391(1) of the Act to dispense with the requirement of convening meetings of creditors/members or a class thereof, in the event ..... X X X X Extracts X X X X X X X X Extracts X X X X
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