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TMI Blog2012 (8) TMI 141X X X X Extracts X X X X X X X X Extracts X X X X ..... g wound up. Learned counsel for the petitioners states that the petitioner Companies would voluntarily deposit a sum of Rs.1,00,000/- in the Common Pool Fund of the Official Liquidator. - COMPANY PETITION NO 120 OF 2012 - - - Dated:- 20-7-2012 - MS. JUSTICE INDERMEET KAUR, J. Ms Shweta Bharti, Vivek Choudhary and Mr.Vivek Pathak for the Petitioners INDERMEET KAUR, J. (Oral) 1 This Petition has been filed by the Petitioner Companies under Sections 391-394 of the Companies Act, 1956 praying for the sanction of the Scheme of amalgamation of M/s Eicher Investments Private Limited (Transferor Company) and M/s Eicher Goodearth Private Limited (Transferee Company) 2 The registered office of both the Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee Company was incorporated on 03.12.2007 in the name and style of EICHER GOODEARTH INDIA PRIVATE LIMITED name of the Transferee Company in consequence of special resolution in terms of Section 31 21 of the Companies Act , 1956 was changed From EICHER GOODEARTH INDIA PRIVATE LIMITED to EICHER GOODEARTH PRIVATE LIMITED A fresh Certificate of Incorporation for change of name of the company has been obtained on 14.05.2008 from Registrar of Companies, NCT of Delhi Haryana. At present, the Authorized Share Capital of Transferee Company is Rs.57,00,00,000/ - (Rupees Fifty Seven Crore Only ) divided into 1,00,000/- (One Lakh ) equity shares of Rs. 100/- (Rupees Hundred Only) each with voting rights and 56,00,000/-( fifty Six Lacs ) redeema ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... result in improved performance for the amalgamated Transferee Company and would enhance the shareholder value. (c) The amalgamation will improve the financial structure and cash flow management of the Transferee Company, while combining the Management strengths and reserves of the Transferor Company and the Transferee Company. 7 The Board of Directors of the Transferor and the Transferee Companies have separately passed the resolutions unanimously approving the Scheme of Amalgamation. 8 The Petitioners, M/s Eicher Investments Private Limited and Eicher Goodearth Private Limited which are respectively Transferor and Transferee Companies have filed the application under Sections 391- 394 of the Companies Act , 1956 which was registered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... haskar (Hindi Language) on 20.04.2012 in due compliance of the Court s order. 12 The Regional Director (NR ) representing the Department of Company Affairs in its report dated 06.07.12 have stated that that Memorandum of Association of a Company can be changed and altered only after the following the procedure prescribed under the relevant provisions of the Companies Act,1956 and therefore the Petitioner Companies may be asked to follow the procedure under the relevant provisions of the Companies Act, 1956.No other objection has been pointed out. 13 In response to this observation of the Regional Director the Petitioner Companies have filed an affidavit dated 19.07.12 agreeing to abide and comply with the procedure to be followed as pe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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