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2008 (7) TMI 586

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....in short Transferor-Companies 1 to 4) filed Company Petition No. 4 of 2008 for confirmation of Scheme of Arrangement/Amalgamation of Transferor-Companies 1 to 4 with Transferee-Company. 2. M/s. Rachna Creations (P.) Ltd. (Transferor-Company No. 1) was incorporated under the provisions of the Companies Act on December 11, 1987 having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferor-Company No. 1 as on 31-3-2007 was 5000 Equity Shares of the value of Rs. 100 each (Total Rs. 5,00,000). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100 each (Total Rs. 1,00,000). M/s. Ashish Apparels Private Limited (Transferor-Company No. 2) was incorporated under the provisi....

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....apital of the Transferee-Company as on 31-3-2007 was 24,000 Equity shares of the value of Rs. 100 each (Total Rs. 24,00,000). Issued, Subscribed and paid up Share capital (10000 equity shares of Rs. 100 each (Total Rs. 10,00,000). The Board of Directors of the petitioner Transferor Companies 1 to 4 have in their respective Boards meetings held on 4/5-4-2007 approved the proposed amalgamation and further by resolutions passed in their meetings held on 15/16-11-2007 extended the effective date of scheme of arrangement/amalgamation upto 31-12-2008. This court vide order dated 28-9-2007 passed in Company Application No. 38 of 2007 filed by petitioner Transferee-Company directed for convening meeting of the equity shareholders and unsecured cred....

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....ed by the Institute of Chartered Accountants of India. The Official Liquidator also filed report stating that as per the report of Shri N.C. Jain, Chartered Accountant, that the affairs of the Transferor Companies 1 to 4 have not been conducted in a manner prejudicial to interest of the members and creditors and he has no objection if upon sanctioning of the scheme of merger, the Transferor-Companies 1 to 4 are ordered to be dissolved within the meaning of section 394(1)(iv) of the Companies Act. The Transferor-Companies 1 to 4 and Transferee Company published the notice of the respective petitions in the English News Paper Times of India, New Delhi dated 5-6-2008 and in the Rajasthan Patrika of Jaipur Edition it was published on 4-6-2008. ....