9911796707
TMI Blog2011 (4) TMI 1201X X X X Extracts X X X X X X X X Extracts X X X X ..... the name and style of Claro India Limited in the State of Jammu and Kashmir. Thereafter, it shifted its registered office to the State of Tamil Nadu. The registered office of the petitioner company is at B-7, SIPCOT Industrial Complex, Gummidipoondi 601 201, Tamil Nadu. 2. The authorized share capital of the transferor company is Rs. 10,00,00,000 (Rupees ten crores only) divided into 75,00,000 equity shares of Rs. 10 each and 25,00,000 preference share of Rs. 10 each. Whereas issued, subscribed and paid-up capital of transferor company is Rs. 4,50,00,000 (Rupees four crores fifty lakhs only) divided into 45,00,000 equity shares of Rs. 10 each. 3. The main objects of the petitioner company are set out in the memorandum and articles of ass ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le as one single unit for the benefit of the amalgamated company. (b) By the proposed amalgamation, the operational costs will be considerably reduced and the management will be able to operate and run the amalgamated company as a single unit more effectively and economically resulting in better turnover and profits. (c) The activities of the companies are inter-related. (d) It will make available to the amalgamated company, the benefit of financial resources, managerial, technical and marketing expertise of the companies. (e) The proposed amalgamation would bring in greater economies in operation and will help in reducing expenditure considerably. (f) The proposed amalgamation will be conducive to better and more efficient and economi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ary, 2011 at 3:00 p.m. for the purpose of considering and if thought fit, approving with or without modification the scheme of amalgamation between the petitioner company and the transferee company. 9. The meeting was held on 10 February, 2011. As per the report of the chairman, the meeting was attended by 21 equity shareholders of the petitioner company in person or through representatives or by proxies. 21 equity shareholders held 33,69,654 equity shares of Rs. 10 each, amounting to Rs. 3,36,96,540 (Rupees three crores thirty six lakhs ninety six thousand five hundred and forty only), constituting 100% of the value of shares, held by members, who attended the meeting in person or through proxy unanimously approved the scheme. 10. In the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or company under sections 235 to 251 of the Companies Act against the petitioner or transferee companies. Nor any petition under section 397 or 398 of the Companies Act filed against the petitioner company. 13. Notice of the company petition was served on the Regional Director, Department of Company Affairs, Southern Region and the Registrar of Companies, Chennai. An affidavit has been filed by the Regional Director, Ministry of Corporate Affairs, Chennai, on behalf of the Central Government, recording no objection to the scheme of amalgamation except the following: "4. I further submit that as per para 11.4, Part II of the scheme, that upon the scheme becoming effective the authorized share capital of the transferor company shall be adde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nexure-D, so as to be binding on all the equity shareholders of the transferee company, with effect from 01.12.2010." 15. The report has also been filed by the official liquidator, pointing out that as per the report of the chartered accountants that they have not come across any act of misfeasance by the directors, which would attract the provision of sections 542/543 of the Companies Act, 1956. Nor the affairs of the transferor company have been conducted in a manner prejudicial to the interest of its members or public interest. There is no objection by the official liquidator to the scheme and the scheme be beneficial to the company and its members. 16. Consequently, the company petition is conditionally ordered, subject to sanctioning ..... X X X X Extracts X X X X X X X X Extracts X X X X
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