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TMI Blog2014 (1) TMI 1780X X X X Extracts X X X X X X X X Extracts X X X X ..... th. Transferor Company No.1 does not have any secured or unsecured creditor. Therefore, the question of requirement of convening meetings thereof does not arise. Transferor Company No.2 has 02 equity shareholders. Both the equity shareholders have given their written consents/NOCs to the proposed Scheme. The written consents/NOCs have been placed on record. The same have been examined and found in order. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of Transferor Company No.2, to consider and, if thought fit, approve, with or without modification, the proposed Scheme, is dispensed with. Transferor Company No.2 does not have any secured creditor. Therefore, the question of requireme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompanies Act, 1956 (hereinafter referred to as the Act ), by SmartValue Ventures Private Limited (hereinafter referred to as Transferor Company No.1 ), Prospective Infrastructures Private Limited (hereinafter referred to as Transferor Company No.2 ) and Smart Global Corporate Holding Private Limited (hereinafter referred to as Transferee Company ), in connection with the scheme of amalgamation (hereinafter referred to as the Scheme ) of Transferor Company No.1 and Transferor Company No.2 with the Transferee Company. 2. Transferor Company No.1, Transferor Company No.2 and the Transferee Company will hereinafter collectively be referred to as the Applicants . 3. The registered offices of the Applicants are situated within the Nati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 16.07.2009. Thereafter, name of the Company was changed to Smart Global Corporate Holding Private Limited and a fresh certificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 08.08.2014. 7. The authorized share capital of Transferor Company No.1 as on 31.03.2016 is ₹ 9,00,00,00,000/-, divided into 50,00,00,000 equity shares of ₹ 10/- each and 40,000 3% Non-Cumulative Redeemable Optionally Convertible Preference Shares of ₹ 1,00,000/- each. The issued, subscribed and paid-up share capital of the company as on 31.03.2016 is ₹ 800,01,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted on behalf of the Applicants that the proposed amalgamation will simplify management; would lead to cost savings resulting from rationalization, standardization and simplification of business processes. It has been further stated that the proposed Scheme would inter alia, lead to improved organizational capability arising from pooling of financial, managerial and technical resources and that Amalgamation would maximize the overall shareholders value by strengthening its core competencies. 13. So far as the share exchange ratio is concerned, the Scheme provides that there will be no issue and allotment of shares by the Transferee Company in consideration of amalgamation of the Transferor Companies with the former due to the following r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Consent Given No. of Secured Creditors Consent given No. of Un-Secured Creditors Consent given Transferor Company No.1 2 ALL 1 ALL NIL N.A NIL NA Transferor Company No.2 2 ALL NIL N.A. NIL N.A 1 ALL Transferee Company 8 ALL NIL N.A. NIL N.A NIL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quirement of convening a meeting thereof does not arise. 23. Transferor Company No.2 has 01 unsecured creditor. The sole unsecured creditor has given its written consent/NOC, to the proposed Scheme. The written consent/NOC has been placed on record. The same has been examined and found in order. 24. In view of the foregoing, the requirement of convening the meeting of the unsecured creditor of Transferor Company No. 2, to consider and, if thought fit, approve, with or without modification, the proposed Scheme, is dispensed with. 25. The Transferee Company has 08 equity shareholders. All the equity shareholders have given their written consents/NOCs, to the proposed Scheme. The written consents/NOCs have been placed on record. The s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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