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TMI Blog2016 (5) TMI 1618X X X X Extracts X X X X X X X X Extracts X X X X ..... rred to as the transferor company no. 1) and Suridhi Retail Private Limited (hereinafter referred to as the transferor company no. 2) with Suridhi Commercial Infra 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 5th November, 2001 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 19th November, 2012 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The transferee compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 148/2015, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, had also 10. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavits. It is submitted by the petitioners that the transferor and transferee companies are closely held group companies and the proposed amalgamation would result in business synergy, pooling of their resources ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 11th July, 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. 14. The petitioner companies had earlier filed CA (M) No. 148/2015 seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 21st September, 2015 this court allowed the application and dispensed with the requirement of convening ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 17. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 21st March, 2016 stating that the Registrar of Companies has not made any adverse comments to the proposed Scheme and that the Regional Director have no objection to the proposed Scheme of Amalgamation. 18. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 15th March, 2016 of Mr. Bhupesh Kumar Dhingra, director of the t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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