TMI Blog2015 (11) TMI 1695X X X X Extracts X X X X X X X X Extracts X X X X ..... COMPANY APPLICATION (MAIN) NO. 162/2015 - - - Dated:- 6-11-2015 - Sudershan Kumar Misra, J. Mr. N. Ganpathy and Ms.Manpreet Lamba, Advocates for the applicants Sudershan Kumar Misra, 1. This joint application has been filed under Sections 391 to 394 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Boom Investments Private Limited (hereinafter referred to as the transferor company) with Mohair Investment and Trading Company Private Limited (hereinafte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 24,39,50,000/-. 6. The present authorized share capital of the transferee company is ₹ 51,55,50,000/- divided into 1,95,00,000 equity shares of ₹ 10/- each aggregating to ₹ 19,50,00,000/-; 10,000 11% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 10,00,000/-; 3,40,000 12.5% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 3,40,00,000/-; and 28,55,500 5% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 28,55,50,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 50,55,76,000/- divided into ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tive executive control, synergy of operation and optimum utilization of available resources. 9. 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 shares to the shareholders of the transferor company in the following ratio: 86 equity shares of ₹ 10/- each of the transferee company for every 100 equity share of ₹ 10/- each held by the shareholders in the transferor company. 01 non-cumulative redeemable preference share of the transferee company, credited as fully paid up, for every 01 fully paid up 12.5% non-cumulative redeemable preference shares of ₹ 100/- each held by them in the transferor company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 015. 13. The transferee company has 02 equity shareholders, 01 preference shareholder, holding all types of preference shares, and 01 unsecured creditor. Both the equity shareholders, the sole preference shareholder and the sole unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders, preference shareholder and unsecured creditor of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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