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2016 (9) TMI 1050

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..... 1956 (hereinafter `the Act of 1956') seeking sanction of the scheme of amalgamation so as to binding on all the petitioner transferor companies and the transferee company and their respective shareholders and creditors. Counsel submits that the transferor company No.1 (Food Magic India Private Limited) having its registered office at L-37, Income Tax Colony Tonk Road, Jaipur was incorporated vide CIN-U55101DL2002 PTC116814 on 4-9-2002 under the Act of 1956. It has authorised share capital of Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- only. The issued, subscribed and paid up share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The company is wholly owned subsidiary of the Mindscape One .....

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..... share capital of Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- only. The issued, subscribed and paid up share capital is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each. Copy of the audited balance sheet as on 31-3-2015 has been annexed as Annexure-5. The transferee company (Ready Roti India Private Limited) having its registered office at L-37, Income Tax Colony Tonk Road, Jaipur was incorporated vide CIN-U15412RJ1998 PTC14648 on 18-2-1998 under the Act of 1956. It has authorised share capital of Rs. 4,00,00,000/- divided into 30,00,000 equity shares of Rs. 10/- only and 1,00,000 preference shares of Rs. 100/- each. The issued, subscribed and paid up share capital is Rs. 2,55,00,000/- divided into 2 .....

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..... erein also it has been concluded that the affairs of the transferor companies have not been conducted in a manner prejudicial in the interest of its members, creditors and public at large and the Official Liquidator has no objection against the sanctioning of the scheme. Heard and considered the submissions made by the counsel for the petitioners, Regional Director as well as the Official Liquidator and examined the material available on record. The scope of the Company Court sitting over an application for sanctioning of amalgamation on an application under Sections 391 and 304 of the Act of 1956 is supervisory in nature and limited to ensure that in the process there is no violation of any statutory rule or prejudice to public interest. .....

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