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TMI Blog2015 (8) TMI 380X X X X Extracts X X X X X X X X Extracts X X X X ..... d in favour of applicants - COMPANY APPLICATION (MAIN) NO. 65/2015 - - - Dated:- 27-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Mr. Inderjeet Singh, Advocate For the Respondent : None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint Application has been filed under Section 391(1) of the Companies Act, 1956, by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of Avanti Bristlers Private Limited (hereinafter referred to as the transferor company No. 1) and Grassmore Products Private Lim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from the Registrar of Companies, Gujarat at Ahmedabad on 7th June, 1989. The company again shifted its registered office from the State of Gujarat to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi Haryana at New Delhi on 22nd September, 2000. 5. The transferee company was originally incorporated under the Companies Act, 1956 on 19th November, 1981 with the Registrar of Companies, West Bengal under the name and style of Marble Trading Co. Limited. The company changed its name to W.H. Targett India Limited and obtained the fresh certificate of incorporation on 13th August, 1985. Thereafter, the company shifted its registered office from the State of West Bengal to NCT of Delhi and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idavit. It is claimed that the proposed amalgamation will lead to pooling of expertise and financial resources and more efficient use of existing resources for the benefit of shareholders. It is further claimed that the proposed amalgamation will lead to saving in administrative, marketing, personnel, and servicing overheads, and thereby the cost of operations would be reduced considerably and the profitability would be increased eventually which will benefit the shareholders of the applicant companies. 11. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the fol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or company no. 1, as on 25th February, 2015. 15. The transferor company no. 2 has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 2, as on 25th February, 2015. 16. The transferee company has 53 equity shareholders and 04 unsecure ..... X X X X Extracts X X X X X X X X Extracts X X X X
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