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TMI Blog2017 (1) TMI 959X X X X Extracts X X X X X X X X Extracts X X X X ..... in respect of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') between Biobase Databases India Private Limited (herein after referred to as 'Transferor Company') and CLC Bio India Private Limited (herein after referred to as 'Transferor Company')with Qiagen India Private Limited and their respective shareholders and creditors. 2. The registered office of the Transferor Company No. 1 is situated in Bengaluru. It has been stated in the present application that an application seeking dispensation of requirement of convening and holding of meetings of the Equity shareholders, Secured and Unsecured Creditors of Transferor Company no. 1 had been instituted before the Hon'ble High Court of Karnataka, Bengaluru being Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Capital of the Transferor Company No. 2 as on 31.03.2016 is, Rs. 5,00,000/-, divided into 50,000 equity shares ofRs.10/- each. The issued, subscribed, paid up Share Capital of Transferor Company No. 2 as on 31.03.2016 is,Rs.5,00,000/-, divided into 50,000 equity shares of Rs. 10/- each. 10. The Authorised Share Capital of the Transferee Company as on 31.03.2016 is,Rs.18,50,00,000/-, divided into 1,85,00,000 equity shares of Rs. 10/- each. The issued, subscribed, paid upShare Capital of the Transferee Company as on 31.03.2016 is,Rs.11,91,00,000/-,divided into 1,19,10,000 equity shares of Rs. 10/- each. 11. The copies of Memorandum of Association and Articles of Association of the Transferor Companies and the Transferee Company have been f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y shares of Rs. 10/- each). 14. It has been submitted on behalf of the Applicant Companies that no proceedings under Sections 235 to 251 of the Act or under corresponding provisions of the Companies Act, 2013 are pending against the Applicant Companies as on the date of filing of the present application. 15. The proposed Scheme has been approved by the Board of Directors (hereinafter referred to as 'BOD') of the Applicant Company in its meeting held on 29.04.2016. Copy of the Resolution passed at the meeting of the Board of Directors of the Applicant Company has been placed on record. 16. A prayer has been made for dispensing with the requirement of convening the meetings of the Shareholders and Unsecured Creditors of the Applicant Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... new shares will be issued on amalgamation and both the transferor companies as well as the transferee company are not proposing any arrangement with their shareholders and creditors, hence, written consents/NOCs of all the unsecured creditors of the applicant/transferee company are not required to be obtained for the purpose of the amalgamation. 22. In support of his submission, learned counsel for the applicant has placed reliance on the decision of this Court in the matter of M/s. Imperia Homes Pvt. Ltd. in Company Application (Main)No.78/2014wherein in similar circumstances, this court, has dispensed with the requirement of convening and holding the meetings of the secured and unsecured creditors of the transferee company without obtai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors of the Applicant/Transferee Company shall remain unaltered. Therefore, there is no arrangement, which is proposed with the Shareholders or the Creditors of the Applicant/Transferee Company. 26. Reliance in this regard has been placed on the decisions of this Court in Company Application 378/1974 titled as Sharat Hardware Industries P. Ltd reported as (1978) 48 Comp Cas 23 Delhi; Mahaamba Investment Limited v. IDI Limited reported as [2001]105 CompCas 16 (Bom); decision of this Court on 05.12.2012 in Company Application (Main) No. 179/2012 titled as eMeter India Pvt. Ltd. v. Siemens Technology And Services Pvt. Ltd.; decision of this Court on 22.02.2016 in Company Application MainNo.30/2016 titled as Foundation e-Learning Private ..... X X X X Extracts X X X X X X X X Extracts X X X X
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