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TMI Blog2015 (8) TMI 574X X X X Extracts X X X X X X X X Extracts X X X X ..... Application stands allowed – Decided in favour of applicants - COMPANY APPLICATION (MAIN) NO. 114/2015 - - - Dated:- 21-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Mr. Rajeev K. Goel, 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 Cyclonic Bicycles Private Limited (hereinafter referred to as the transferor company no. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... August, 2014. 6. The transferee company was incorporated under the Companies Act, 2013 on 3rd January, 2015 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 7. The present authorized share capital of the transferor company no.1 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferor company no.2 is ₹ 1,00,000/- divided into 10,000 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n in overheads, better and more productive utilization of human and other resources and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses. 13. 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 following ratio:- 1,612 equity share of ₹ 10/- each of the transferee company, credited as fully paid up, for every 1,000 equity shares of ₹ 10/- held in the transferor com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re is no secured creditor of the transferor company no. 1, as on 31st March, 2015. 17. The transferor company no. 2 has 03 equity shareholders and 03 unsecured creditors. All the equity shareholders and all the unsecured creditors 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 meetings of the equity shareholders and unsecured creditors 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 creditor of the transferor company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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