2015 (2) TMI 1245

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..... Industries Limited (hereinafter referred to as the transferor company) with M/s. Salasar Stainless Limited (hereinafter referred to as the applicant/transferee company). 2. The registered office of the applicant/transferee company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferor company is situated at Uttar Pradesh, outside the jurisdiction of this court. 3. The applicant/transferee company was incorporated under the Companies Act, 1956 on 9th April, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The present authorized share capital of the applicant/transferee company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. .....

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..... , no shares will be issued by the transferee company pursuant to this Scheme. 8. It has been submitted by the applicant that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant company. 9. The Board of Directors of the applicant/transferee company in their meetings held on 20th December, 2014 have unanimously approved the proposed Scheme of Amalgamation. A copy of the Resolution passed at the meeting of the Board of Directors of the applicant/transferee company has been placed on record. 10. The applicant/transferee company has 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no ob .....

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..... er of M/s. Prasneeta Engineering Private Limited & Anr. [CA(M)3/2010] wherein 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 obtaining their consents/no objection to the proposed Scheme of Amalgamation. A similar view has also been espoused by the court in the matter of Imperia Homes Private Limited and Anr. [CA(M) 78/2014]. 13. In view of the submissions made at the bar and the settled law on the subject, the requirement of convening and holding the meetings of the secured and unsecured creditors of the applicant/transferee company, to consider and if though fit, approve, with or without modification, th .....

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