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TMI Blog2017 (1) TMI 866X X X X Extracts X X X X X X X X Extracts X X X X ..... mation (hereinafter referred to as 'proposed scheme') of Eros Fabricators Private Limited (hereinafter referred to as 'Transferor Company no.1') and Lakshya Research and Development Private Limited (hereinafter referred to as 'Transferor Company no.2') with the Transferee Company. 2. The registered office of the Transferee Company is situated at New Delhi, within the jurisdiction of this Court. 3. The registered offices of the Transferor Company no.1 and Transferor Company no.2 is situated at Chandigarh and Ludhiana, Punjab, respectively. It is stated on behalf of the Transferor Companies that a similar petition, being Company Petition no. 04 of 2016 (O&M), seeking sanction to the proposed scheme has been filed by the Transferor Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out in para 5 of the present petition, is as hereunder: - "(a) All the Transferor Companies and the Transferee Company are closely held companies. The proposed Scheme of Amalgamation would result in business synergy and consolidation of these companies into one large company with a stronger asset base. (b) The proposed amalgamation would enable pooling of physical, financial and human resource of these Companies for the most beneficial utilization of these factors in the combined entity. (c) The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resource and enhancem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ossessed and enjoyed by one large company as compared with a number of smaller companies, for raising capital, securing and conducting trade, on favourable terms and other benefits. (j) The business of the said companies can be conveniently and advantageously combined together and in general the business of all the companies concerned will be carried on more economically and profitably if the scheme is implemented. (k) The said scheme will strengthen, consolidate and stabilize the business of the said companies and the resulting amalgamated company will be able to participate more vigorously and profitably in a competitive market. (l) The said scheme will enable the companies concerned to diversify and expand their activities without res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 03.11.2015; and the Transferee Company in its meeting held on 05.11.2015, have approved the proposed scheme. Copies of the resolutions passed at the Board of Directors meeting of the Transferor Companies and the Transferee Company have been placed on record. 11. To recapitulate, the Transferee Company had earlier filed Company Application (M) no.15 of 2016, seeking directions of this Court to dispense with the requirement of convening the meetings of their equity shareholders and creditors, to consider and, if thought fit, approve, with or without modification, the proposed scheme. Vide order dated 29.01.2016, this Court allowed the said application of the Transferee Company and dispensed with the requirement of convening and holding the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notices issued in the present petition the Regional Director, Northern Region, Ministry of Corporate Affairs has filed its affidavit dated 17.08.2016 not raising any objection to the proposed scheme. 14. No objection has been received to the proposed scheme from any other party. The Transferee Company by way of affidavit dated 19.08.2016 has stated that that neither the Transferee Company nor their counsel have received any objection to the proposed scheme, pursuant to the citations published in the newspapers on 02.06.2016. 15. Considering the approval accorded by the equity shareholders and creditors of the Transferee Company to the proposed scheme and the affidavit filed by the Regional Director, Northern Region having not raised any ..... X X X X Extracts X X X X X X X X Extracts X X X X
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