2015 (5) TMI 15

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....tion, the proposed Scheme of Amalgamation of Narmada Asbestos Pipes Private Limited (hereinafter referred to as the transferor company) with Carnation Developers Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.  3. The transferor company was originally incorporated under the Companies Act, 1956 on 27th March, 2006 with the Registrar of Companies, Rajasthan at Jaipur. Learned counsel for the applicants submitted that the transferor company shifted its registered office from the State of Rajasthan to Delhi on 7th September, 2013 pursuant to orders passed by the Regional Director (NWR....

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.... company is a subsidiary of the transferee company and is jointly developing a residential group housing project on the consolidated Project Land with the transferee company. It is claimed that the amalgamation would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, organizational efficiency and optimal utilization of various resources. IT is further claimed that amalgamation will lead to the benefits of economies of scale, besides other synergetic advantages. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, no shares of the transferee company shall be allotted in lieu or exchange of its holding....