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TMI Blog2015 (8) TMI 433X X X X Extracts X X X X X X X X Extracts X X X X ..... f 246 unsecured creditors valuing 86.24%, of transferor company-1 and 48 out of 552 unsecured creditors, valuing 76.45% of transferee company have given their consents/no objections in writing – Transferee company has liquidity comprising of cash and bank balances and liquid investments in mutual funds which are more than sufficient to meet and discharge entire liability towards all unsecured creditors of transferor company-1 and have undertaken to discharge their liabilities in normal course of their business – Application stands allowed – Decided in favour of applicants - COMPANY APPLICATION (MAIN) NO. 111/2015 - - - Dated:- 22-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Mr. Dhritiman Bhattacharyya with Mr.Piyush Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Private Limited. The company changed its name to exl Service.com (India) Private Limited and obtained the fresh certificate of incorporation on 28th November, 2000. 6. The present authorized share capital of the transferor company no.1 is ₹ 15,00,00,000/- divided into 1,50,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 13,76,55,000/- divided into 1,37,65,500 equity shares of ₹ 10/- each. 7. The present authorized share capital of the transferor company no.2 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce Mauritius Limited is the parent company which holds the entire paid-up share capital of the transferor company no. 1 (except one share only) and transferee company (except two shares only) and that the transferor company no. 2 is a wholly owned subsidiary of the transferee company and the Scheme does not envisage issuances of any shares to the transferee company. It is further provided that a lump sum consideration amounting to ₹ 1,37,65,500/- has been fixed for the transfer and vesting of assets and liabilities of the transferor company no. 1 into the transferee company as a result of amalgamation, which shall be discharged by the transferee company through issuances of its 13,76,500 equity shares of ₹ 10/- each, credited as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 30th April, 2015. 16. The transferee company has 02 equity shareholders and 01 secured creditor. Both the equity shareholders and the only secured creditor 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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