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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 ..... s of the applicant/transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the applicant/transferor company, as on 31st July, 2015. Also as carefully considered the aforesaid case laws cited at the Bar, wherein the transferee company, being the holding company, has been granted exemption from taking out separate proceedings under Section 391(2) of the Companies Act, 1956. In view of this settled legal position and considering the Scheme of Amalgamation, the requirement of the transferee company having to approach this Court under Section 391(2) of the Companies Act, 1956 for sanction of the Scheme of Amalgamation is d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, 1997. The word Private was deleted from the name of the company w.e.f. 29.01.1998. The company again changed its name to Bharti Enterprises Private Limited and obtained the fresh certificate of incorporation on 9th May, 2000. The word Private was deleted from the name of the company w.e.f. 31.03.2000. The word Private was added in the name of the company w.e.f. 02.03.2001. The company finally changed its name to Bharti Infotel Private Limited and obtained the fresh certificate of incorporation on 3rd June, 2006. 4. The present authorized share capital of the applicant/transferor company is ₹ 70,00,00,000/- divided into 70,00,000 equity shares of ₹ 100/- each. The present issued, subscribed and paid-up share capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t/transferor company and the transferee company in their separate meetings held on 5th August, 2015 and 2nd July, 2015 respectively have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 10. The applicant/transferor company has 02 equity shareholders and 03 unsecured creditors. Both the equity shareholders and all the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... counsel placed reliance on the judgments of several High Courts, including this Court, in many cases such as Sharat Hardware Industries Pvt. Ltd. (1978), 48 Com. Cas 23 (Delhi); Mahaamba Investments Ltd. V. IDI Limited (2001) 105 Com Cas. 16 (Bom.); and C.L. Media Private Limited Company C.L. Educate Limited Company (Company Petition No. 74/2014 decided by this Court on 2nd May, 2014), wherein it has been held that there is no requirement to file a separate or joint application on behalf of the transferee company for sanction of the Scheme. 13. I have carefully considered the aforesaid case laws cited at the Bar, wherein the transferee company, being the holding company, has been granted exemption from taking out separate proceedings ..... X X X X Extracts X X X X X X X X Extracts X X X X
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