9911796707
TMI Blog2010 (1) TMI 566X X X X Extracts X X X X X X X X Extracts X X X X ..... ares of ₹ 10 each." The Petitioner-Company to lodge a copy of this order and scheme, duly authenticated by the Registrar of Companies in Karnataka with the Inspector General of Stamps in the State of Karnataka for the purpose of adjudication of stamp duty payable if any on the same, within 60 days from the date of the order. The Registry to draw up the decree accordingly. The petitioner to cause publication of the form of minutes of meeting in the "Hindu" and "Vijaya Karnataka", Bangalore edition, within 30 days of intimation of this order to the Registrar of Companies. - COMPANY PETITION NO. 92 OF 2009 - - - Dated:- 7-1-2010 - RAM MOHAN REDDY, J. Y.D. Harsha for the Respondent. ORDER 1. The petitioner, a comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor-Company ), was incorporated on 10-3-1994 in the State of Maharashtra in the name of Atul Bhagvat Trading Private Limited, later on changed to the present name pursuant to a fresh Certificate of Incorporation dated 21-5-2005. The Transferor-Company is said to be an investing company, with the main objects to carry on business of traders, dealers, distributors and others, as set out in the Memorandum and Articles of Association Annexure-"E". 6. The issued, subscribed and paid-up share capital is Rs. 1 lakh. The unaudited Balance-Sheet of the Transferor-Company as on 31-12-2008 Annexure-"F" discloses investment in 1,84,77,82,007 equity shares of Rs. 10 each fully paid up of the Transferee-Company valued (unquoted) at Rs. 14,16,57, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of its shareholders on 7-3-2009, whence it was unanimously resolved in terms of Clause 7 of the Scheme of Arrangement as approved by the shareholders of the Company, the merger of Santa Trading Private Limited the Transferor-Company with the Transferee-Company in accordance with section 100 and other applicable provisions of the Act, read with Clause 19 of the Articles of Association subject to confirmation by this Court. 9. It is stated at Paragraph 22 of the petition that the reduction of the capital pursuant to the special resolution passed by the shareholders at its Extraordinary General Meeting held on 7-3-2009, will not adversely affect the petitioner - Transferee-Company or its shareholders or unsecured creditors and that it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 : 200. The equity shares and preference shares held by the Transferor-Company in the Transferee-Company shall stand cancelled without any further application, act, instrument or deed. The remaining shares of the Transferee-Company will be cancelled in the ratio of 2199 shares out of each 2200 equity shares and credited to the Capital Reduction Account which will then be adjusted in the debit balance in the Profit and Loss Account of the Transferee-Company. 13. Though public notice was issued oh 25-6-2009 pursuant to the order dated 16-6-2009 none of the creditors or shareholders appeared before Court to oppose the said resolution. The Regional Director, on notice, represented by counsel submits that he has no objection for permitting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company by way of cancellation of 24,93,44,610 equity shares of Rs. 10 each and 1,75,85,500 preference shares of Rs. 100 each or such number of equity or preference shares that may arise pursuant to the Scheme upon the implementation thereof. Resolved further that Board may be and are hereby authorized to do and perform all such acts, deeds, matter and things as they may in their absolute discretion deem fit and also furnish such clarification and details that may arise in regard to the subject matter of the above resolution as they may in their absolute discretion deem fit and proper is confirmed." ( ii )The form of minute as detailed understands confirmed. FORM OF MINUTE "Approval is hereby accorded pursuant to section 100 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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