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2016 (9) TMI 1444

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..... r 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 the equity shareholders and unsecured creditors of the transferor company no. 1 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 transferor company no. 1, as on 28th March, 2016. The transferor company no. 2 has 02 equity shareholders and 02 unsecured creditors. Both the equity shareholders and both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. requirement of convening the meetings of the equity shareholders and unsecured creditors of the transferor company no. 2 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 transferor company no. 2, as on 28th March, 2016. Also requirement of convening the meetings of the equity shareholders and unsecured credit .....

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..... rated under the Companies Act, 1956 on 24th March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 7. The transferor company no. 5 was incorporated under the Companies Act, 1956 on 9th April, 2007 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 23rd March, 2006 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 10. The transferor company no. 8 was incorporated under the Companies Act, 1956 on 12th June, 2007 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 11. The transferee company was incorporated under the Companies Act, 1956 on 2nd July, 2007 with the Registrar of Companies, NCT of Delhi Haryana at New Delhi. 12. The present authorized share capital of the transferor company no.1 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ .....

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..... morandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 22. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is claimed by the applicants that the proposed amalgamation will achieve size, scale, integration and greater financial strength as well as flexibility and maximizing the shareholders value. It is further claimed that the financial, managerial and technical resources pooling together in the merged entity will increase in the competitive strength, cost reduction and efficiencies. 23. So far as the share exchange ratio is concerned, the Scheme provides that since all the transferor companies are wholly owned subsidiaries of the transferee company, therefore, the entire issued, subscribed and paid-up equity capital of all the transferor companies shall automatically stand cancelled and extinguished, upon sanction of the Schem .....

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..... nd, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 3, as on 28th March, 2016. 29. The transferor company no. 4 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the sole unsecured creditor 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 the equity shareholders and unsecured creditor of the transferor company no. 4 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 transferor company no. 4, as on 28th March, 2016. 30. The transferor company no. 5 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the sole unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They .....

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