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2015 (11) TMI 1772

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..... 1956 read with Rules 6 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Bank Street Securities Private Limited (hereinafter referred to as the transferor company no. 1); Bhutani Leasing and Finance Limited (hereinafter referred to as the transferor company no. 2); Cellular Fincap Private Limited (hereinafter referred to as the transferor company no. 3); DKT Marketing Private Limited (hereinafter referred to as the transferor company no. 4); Jaideepak Textiles Private Limited (hereinafter referred to as the transferor company no. 5); A. A. Gems Private Limited (hereinafter referred to as the transferor company no. 6); AR Agro Industries Private Limited (hereinafter referred to as the transferor company no. 7) and Win Capital Limited (hereinafter referred to as the transferor company no. 8) with SRD Trading Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor .....

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..... subscribed and paid up capital of the company is ₹ 42,00,000/- divided into 4,20,000 equity shares of ₹ 10/- each. 15. The present authorized share capital of the transferor company no.4 is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 38,50,000/- divided into 3,85,000 equity shares of ₹ 10/- each. 16. The present authorized share capital of the transferor company no.5 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 8,88,000/- divided into 88,800 equity shares of ₹ 10/- each. 17. The present authorized share capital of the transferor company no.6 is ₹ 21,00,000/- divided into 2,10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 20,85,000/- divided into 2,08,500 equity shares of ₹ 10/- each. 18. The present authorized share capital of the transferor company no.7 is ₹ 25,00,000/- divided into 2,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up .....

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..... 7; 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 3. 13 equity shares of ₹ 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 4. 14 equity shares of ₹ 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 5. 11 equity shares of ₹ 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 6. 09 equity shares of ₹ 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 7. 06 equity shares of ₹ 10/- each of the transferee company for every 10 equity shares of ₹ 10/- each held in the transferor company no. 8. 24. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 25. The Board of Directors of the transferor and transferee companies in their separate meetings held on 14th February, 2015 have .....

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..... oth 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 the equity shareholders and unsecured creditors 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 31st December, 2014. 30. The transferor company no. 5 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. 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. 5 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgama .....

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