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TMI Blog2017 (1) TMI 1267X X X X Extracts X X X X X X X X Extracts X X X X ..... Private Limited (hereinafter referred to as 'Transferor Company no.5'), JK Jeet Clothes Private Limited (hereinafter referred to as 'Transferor Company no.6'), JSR Exports Private Limited (hereinafter referred to as 'Transferor Company no.7'), Nijhawan Creations Private Limited (hereinafter referred to as 'Transferor Company no.8'), Mahabali Parks Private Limited (hereinafter referred to as 'Transferor Company no.9'), SFI Consulting Private Limited (hereinafter referred to as 'Transferor Company no.10'), Royal IT Parks Developers Private Limited (hereinafter referred to as 'Transferor Company no.11') and Nimit Builders Private Limited (hereinafter referred to as 'Transferee Company'), in connection with the proposed scheme of Amalgamation (hereinafter referred to as 'proposed scheme') between the Transferor Company nos.1 to 11 and the Transferee Company. 2. The Transferor Companies and the Transferee Company are hereinafter collectively referred to as 'Applicant Companies'. 3. The registered offices of the Applicant Companies are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company no.1 was incorporated under the provisions of the Act, on 12.11 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares of Rs. 10/- each. The issued share capital, as on 31.03.2016, is Rs. 1,97,65,000/- divided into 19,76,500 equity shares of Rs. 10/- each fully paid up. The subscribed and fully paid up share capital, as on 31.03.2016, is Rs. 1,89,25,000/- divided into 18,92,500 equity shares of Rs. 10/- each. The subscribed but not fully paid up share capital, as on 31.03.2016, is Rs. 4,20,000/- divided into 84,000 equity shares of Rs. 10/- each, partly paid Rs. 5/- each. 18. The authorized share capital of the Transferor Company no.3, as on 31.03.2016, is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is Rs. 2,87,83,000/- divided into 28,78,300 equity shares of Rs. 10/- each fully paid up. 19. The authorized share capital of the Transferor Company no.4, as on 31.03.2016, is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital, as on 31.03.2016, is Rs. 6,00,000/- divided into 60,000 equity shares of Rs. 10/- each. 20. The authorized share capital of the Transferor Company no.5, as on 31.03.2016, is Rs. 2,50,00,000/- divi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each. The issued share capital, as on 31.03.2016 is Rs. 6,06,89,000/- divided into 60,68,900 equity shares of Rs. 10/- each. The subscribed and fully paid-up share capital, as on 31.03.2016, is Rs. 1,36,33,000/- divided into 1,36,33,000 equity shares of Rs. 10/- each fully paid up. The subscribed but not fully up share capital, as on 31.03.2016, is Rs. 2,36,18,000/- divided into 47,23,600 equity shares of Rs. 10/- each, partly paid Rs. 5/- each. 28. Copies of the Memorandum and Articles of Association of the Applicant Companies have been filed on record. The audited Balance Sheets, as on 31st March, 2016, of the Applicant Companies, along with the reports of the auditors, have also been filed. 29. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and detailed in the present application and the accompanying affidavits. 30. It has been averred by the Applicant Companies that no proceedings under Sections 210, 212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3), 217, 219, 220, 223, 224(1), (3) and (4) and 225 or any other applicable provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d creditors. All the unsecured creditors have given their written consents/NOC's to the proposed scheme. The written consents/NOC's have been placed on record. They have been examined and found in order. The Transferor Company no.3 does not have any secured creditors. 39. The Transferor Company no.4 has two equity shareholders. Both the equity shareholders representing 100% of the shareholding have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on record. They have been examined and found in order. 40. The Transferor Company no.4 has one unsecured creditor, who has given its written consent/NOC to the proposed scheme. The written consent/NOC has been placed on record. It has been examined and found in order. The Transferor Company no.4 does not have any secured creditors. 41. The Transferor Company no.5 has three equity shareholders. All the equity shareholders have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on record. They have been examined and found in order. 42. The Transferor Company no.5 has two unsecured creditors. All the unsecured creditors hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on record. They have been examined and found in order. The Transferor Company no.10 does not have any secured and unsecured creditors. 51. The Transferor Company no.11 has 7 equity shareholders. All the equity shareholders have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on record. They have been examined and found in order. The Transferor Company no.11 does not have any secured and unsecured creditors. 52. The Transferee Company has 15 equity shareholders. Thirteen out of fifteen equity shareholders representing 92.55% in value of the total shareholding have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on record. They have been examined and found in order. 53. The Transferee Company has fourteen unsecured creditors. Twelve out of fourteen unsecured creditors representing 97.87% in value of the total debt due to the unsecured creditors, have given their written consents/NOC's to the proposed scheme. Their written consents/NOC's have been placed on rec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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