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TMI Blog2013 (2) TMI 822X X X X Extracts X X X X X X X X Extracts X X X X ..... i and are within the jurisdiction of this Court. 3. The details of the dates of incorporation of the Transferor company and Transferee company, their authorized, issued, subscribed and paid-up capital have been set out in the application. 4. The copies of the Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31st March 2012 of the Transferor company and the Transferee company have also been enclosed with the application. 5. Learned counsel for both the companies submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against them as on the date of the present application. 6. The proposed Scheme has been approved by the Boards of Director ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee company is positive. It is stated that the net worth of the Transferor company will get added to the net worth of the Transferee company pursuant to the merger and therefore the rights and interests of secured and unsecured creditors of both the Transferor company and the Transferee company will not be adversely affected. It is, therefore, prayed that the requirement of convening and holding the meetings of the secured and unsecured creditors of the Transferor company may be dispensed with. 11. In support of his submissions, the learned counsel for the applicant placed reliance on the judgments of this Court in the matter of In Re.: Scheme of Amalgamation of Unitel Credit Private Limited with Intec Capital Limited [CA (M) No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsidiary company would stand cancelled. All assets and liabilities of the subsidiary Transferor company will be transferred to the Transferee holding company. The net worth of the Transferee company is positive and that it has an excess of assets over liabilities. He, therefore, prays that the requirement of the Transferee company initiating proceedings under Sections 391 to 394 of the Act may be dispensed with. 13. In support of his submissions, the learned counsel also placed reliance on the judgments of this Court In Re. Scheme of Amalgamation of Natural Technologies Limited with HCL Infosystems Limited [CA (M) No. 124 of 2008 decided by Hon ble Delhi High Court on 11th August 2008] and In Re.: Scheme of Amalgamation of Reliance Jamna ..... X X X X Extracts X X X X X X X X Extracts X X X X
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