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2015 (8) TMI 574

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..... nd approve, with or without modification, the proposed Scheme of Amalgamation of Cyclonic Bicycles Private Limited (hereinafter referred to as the transferor company no. 1); Ethan Agencies Private Limited (hereinafter referred to as the transferor company no. 2) and Mulberry Fab Text Private Limited (hereinafter referred to as the transferor company no. 3) with Onset Interiors Private Limited (hereinafter referred to as the transferee company).   2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.   3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 3rd August, 2004 with the Registrar of Companies, NCT of Delhi & Har .....

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..... into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 9. The present authorized share capital of the transferor company no.3 is Rs. 1,01,00,000/- divided into 1,01,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,00,000/- divided into 1,00,000 equity shares of Rs. 100/- each.   10. The present authorized share capital of the transferee company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. &n .....

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..... transferee company, credited as fully paid up, for every 1,000 equity shares of Rs. 10/- held in the transferor company no. 1."   "2,338 equity share of Rs. 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs. 10/- held in the transferor company no. 2."   "623 equity share of Rs. 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs. 100/- held in the transferor company no. 3."   14. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 15. The Board of Directors of the transferor and transferee companies in their separate meeting .....

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..... posed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 2, as on 31st March, 2015.   18. The transferor company no. 3 has 02 equity shareholders and 04 unsecured creditors. Both 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. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with .....

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