2010 (1) TMI 566

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....securing the fresh certificate of incorporation. The address of the registered office of the petitioner-company (for short 'Transferee Company'), is as shown in the cause-title. 2. The Transferee-Company is engaged in the promotion of cellular mobile telephony ventures, amongst other objects as set out in the memorandum and articles of association Annexure "A". 3. The authorised share capital as on 31-3-2008 is Rs. 23,20,00,00,000 comprising 2,32,00,00,000 equity shares of Rs. 10 each and Rs. 1,80,00,00,000 constituting 1,80,00,000 Redeemable preference shares of Rs. 100 each totalling to Rs. 25,00,00,00,000. The issued, subscribed and paid-up share capital is Rs. 22,73,09,50,070 comprising of Rs. 20,97,24,00,070 and Rs. 1,75,85,50,00....

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....ly 88 per cent of the total issued and paid-up equity share capital of the Transferee-Company being the only investment-reflected in its Balance-Sheet, proposed the reducing of the layers of shareholding result in a clear shareholding pattern which as a consequence would wipe out accumulated losses of the Transferee Company. Upon the sanction of the scheme, it is stated that the entire undertaking of the Transferor-Company shall stand vested in the Transferee-Company and the Transferor-Company shall stand dissolved without being wound up and the shares of the Transferor-Company shall stand cancelled. The net result of the amalgamation and the arrangement would result in wiping out of a portion of the accumulated losses of the Transferee-com....

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....this petition. 11. This Court in Company Application No. 146/2009, by order dated 2-4-2009 dispensed with the meetings of the shareholders of the Company in view of their having extended written consent in the according with the scheme of amalgamation while directing convening of the meeting of the unsecured creditors on 2-5-2009 at 10.30 a.m. at its registered office. The Transferee-Company having complied with the said order, the Chairman of the meeting filed his report Annexure-"S" stating that the unsecured creditors unanimously approved the scheme of arrangement. 12. It is stated that upon the scheme taking effect, a total of 9,27,750 equity shares will be issued to the shareholders of the Transferor-Company. The Transferee-Compa....

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.... resolved and effected by Special Resolution passed at the meeting of the shareholders on 7-3-2009 Annexure "L" as detailed under : "Resolved that in terms of the provisions of Clause 7 of the Scheme of Arrangement (Scheme) as approved by the Shareholders of the company and placed before this meeting for reference, in the nature of merger of Santa Trading Pvt. Ltd. with the Company and in accordance with section 100 and all other applicable provisions of the Companies Act, 1956 (Act) (including any statutory amendment or re-enactment thereof) and Clause 19 of the Articles of Association of the Company and subject to confirmation/sanction of the Hon'ble Karnataka High Court and other appropriate authorities, institutions or bodies and sub....