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TMI Blog2015 (11) TMI 1772X X X X Extracts X X X X X X X X Extracts X X X X ..... . 2); Cellular Fincap Private Limited (hereinafter referred to as the transferor company no. 3); DKT Marketing Private Limited (hereinafter referred to as the transferor company no. 4); Jaideepak Textiles Private Limited (hereinafter referred to as the transferor company no. 5); A. A. Gems Private Limited (hereinafter referred to as the transferor company no. 6); AR Agro Industries Private Limited (hereinafter referred to as the transferor company no. 7) and Win Capital Limited (hereinafter referred to as the transferor company no. 8) with SRD Trading Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 3rd June, 1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 13th December, 1990 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 25th June, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany is Rs. 8,88,000/- divided into 88,800 equity shares of Rs. 10/- each. 17. The present authorized share capital of the transferor company no.6 is Rs. 21,00,000/- divided into 2,10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the company is Rs. 20,85,000/- divided into 2,08,500 equity shares of Rs. 10/- each. 18. The present authorized share capital of the transferor company no.7 is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the company is Rs. 22,95,300/- divided into 2,29,530 equity shares of Rs. 10/- each. 19. The present authorized share capital of the transferor company no.8 is Rs. 40,00,000/- divided into 4,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the company is Rs. 36,99,190/- divided into 3,69,919 equity shares of Rs. 10/- each. 20. The present authorized share capital of the transferee company is Rs. 20,00,000/- divided into 2,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the company is Rs. 18,57,000/- divided into 1,85,700 equity shares of Rs. 10/- each. 21. Copies of the M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10/- each of the transferee company for every 10 equity shares of Rs. 10/- each held in the transferor company no. 8." 24. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 25. The Board of Directors of the transferor and transferee companies in their separate meetings held on 14th February, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 26. The transferor company no. 1 has 02 equity shareholders and 04 unsecured creditors. Both the equity shareholders and all the unsecured creditors 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 and unsecured creditors of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Ama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions 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 and unsecured creditors of the transferor company no. 5 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 5, as on 31st December, 2014. 31. The transferor company no. 6 has 03 equity shareholders and 02 unsecured creditors. All the equity shareholders and both the unsecured creditors 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 and unsecured creditors of the transferor company no. 6 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 6, as on 31st ..... X X X X Extracts X X X X X X X X Extracts X X X X
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