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2015 (8) TMI 380

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....on, the proposed Scheme of Amalgamation of Avanti Bristlers Private Limited (hereinafter referred to as the transferor company No. 1) and Grassmore Products Private Limited (hereinafter referred to as the transferor company No. 2) with W.H. Targett India 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 no. 1 was originally incorporated under the Companies Act, 1956 on 9th November, 1989 with the Registrar of Companies, Gujarat at Ahmedabad under the name and style of Targett Bristlers Private Limited. The company changed its name to Avanti Bristlers Priva....

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.... obtained the fresh certificate of incorporation on 13th August, 1985. Thereafter, the company shifted its registered office from the State of West Bengal to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 31st August, 1994.   6. The present authorized share capital of the transferor company no.1 is Rs. 15,00,000/- divided into 15,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the company is Rs. 5,01,000/- divided into 5,010 equity shares of Rs. 100/- each. 7. The present authorized share capital of the transferor company no.2 is Rs. 25,00,000/- divided into 25,000 equity shares of Rs. 100/- each. The issued, subsc....

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....t of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio:-   "12 equity shares of Rs. 10/- each of transferee company, credited as fully paid up, for every 01 equity share of Rs. 100/- each fully paid up held in the transferor company no. 1."   "6.64 equity shares of Rs. 10/- each of transferee company, credited as fully paid up, for every 01 equity share of Rs. 100/- each fully paid up held in the transferor company no. 2."   12. 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.   13. The Board of Directors of the transf....