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TMI Blog2015 (11) TMI 1701X X X X Extracts X X X X X X X X Extracts X X X X ..... modification, the proposed Scheme of Amalgamation of Bharti Infotel Private Limited (hereinafter referred to as the applicant/transferor company) with Bharti Enterprises (Holding) Private Limited (hereinafter referred to as the transferee company) and to dispense with the requirement of the transferee company to approach this Court for seeking sanction of Scheme of Amalgamation. 2. The registered offices of the applicant/transferor company and the transferee company are situated at New Delhi, within the jurisdiction of this Court. 3. The applicant/transferor company was originally incorporated under the Companies Act, 1956 on 4th March, 1983 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... affidavit. It is claimed by the applicant that the proposed amalgamation will reduce managerial overlaps which are necessarily involved in running multiple entities; reduce administrative cost; rationalize the company holding structure and achieve operation and management efficiency. 7. So far as the share exchange ratio is concerned, the Scheme provides that since the transferor company is a wholly owned subsidiary of the transferee company, no shares of the transferee company shall be allotted in lieu or exchange of its holding in the transferor company and the share capital of the transferor company shall stand cancelled/extinguished. 8. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holders since the transferor company is a wholly owned subsidiary of the transferee company; no new shares will be issued by the transferee company in lieu of the shares of the transferor company; and there will be no change in the control and management of the transferee company, therefore, the rights of the shareholders of the transferee company will not be affected in any manner whatsoever by the Scheme. Learned counsel for the applicants has submitted that the present Scheme does not envisage any compromise or arrangement by the transferee company with their creditors and that the assets of both the companies are more than sufficient to meet their respective and combined aggregate liabilities towards their respective creditors, therefor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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