9911796707
TMI Blog2004 (3) TMI 441X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be referred to as the transferee-company ). 2. I find from para No. 1 of the petition that the object of this petition is to obtain sanction of the court to the proposed scheme of Amalgamation of the transferor-company with the transferee-company. 3. This petition is filed under sections 391 and 394 of the Companies Act, 1956 by the petitioner transferee-company for grant of sanction of the scheme of amalgamation of the transferor-company in the transferee-company. 4. The transferee-company filed earlier an application under sections 391 and 394 of the Companies Act, 1956 being Company Application No. 22/2003 for dispensing with the meeting of the preference shareholder of the transferee-company as the only preference sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lanatory statement as required under section 393 of the Companies Act, 1956 together with the forms of proxy individually to the said creditors. In compliance of the order of this Court dated 2-5-2003, the meetings of the aforesaid creditors were held at the time, date and place fixed by the Court and Shri Manoj Pareek, Advocate, acted as Chairperson of the meetings. 6. The said meeting was attended either personally or through authorised representative/proxy by 36 Equity Shareholders of the said Company holding together 38,95,807 equity shares and carrying 38,95,807 votes. The scheme of amalgamation of the transferor-company was read out and explained by Mr. Rajeev K. Goel, the Company Secretary, on the instructions of Mr. Manoj Pareek ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -301 019 District Alwar in the State of Rajasthan which is within the jurisdiction of this Court. 11. The objects of the transferee-company are set out in its Memorandum of Association which has been filed with the first motion application. 12. Presently the transferee-company is engaged in the business of manufacturing of vanaspati and refined oil, export of rice and other related activities. 13. The present authorized share capital of the transferee-company is Rs. 14,25,00,000 divided into 1,30,00,000 equity shares of Rs. 10 each aggregating Rs. 13,00,00,000 and 1,25,000; 15 per cent non-cumulative, non convertible redeemable preference shares of Rs. 100 each aggregating Rs. 1,25,00,000. The present issued, subscribed and paid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, a copy of which has been filed with the first motion application. Presently the transferor-company is engaged in the business of the investment in shares, providing loans and other related activities. 19. The present authorized share capital of the transferor-company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs. 10 each. The present issued and subscribed share capital of the company is Rs. 5,01,89,000 divided into 50,18,900 equity shares of Rs. 10 each while the paid-up share capital of the company is Rs. 3,83,97,750, after deducting Rs. 1,17,91,250 as calls in arrears. The accounts of the transferor-company have been prepared and audited for the year ended March 31, 2002 and the details are given in para No. 2.6 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly stated in the scheme of amalgamation. 26. The sanction of the scheme of amalgamation will be for the benefit of the transferor-company as well as the transferee-company. It is submit- ted that the scheme of amalgamation will not adversely affect the rights of any creditors of the transferor-company and of the transferee-company in any manner whatsoever. 27. The share exchange ratio for the purpose of implementation of the terms of the Scheme of Amalgamation has been prepared by a reputed firm of Chartered Accountants and has been unanimously accepted by the Board of Directors of both the companies as well the shareholders and the creditors of these companies. 28. That no one will be prejudiced if the proposed Scheme of Amalga ..... X X X X Extracts X X X X X X X X Extracts X X X X
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