2015 (10) TMI 601

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....Kohinoor Club Private Limited (hereinafter referred to as the petitioner/transferor company) with T.S. Kisan and Company Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the petitioner/transferor company and the transferee company are situated at New Delhi, within the jurisdiction of this court. 3. The petitioner/transferor company was incorporated under the Companies Act, 1956 on 26th August, 2002 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 18th February, 1982 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the peti....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ation, which would be beneficial for all stakeholders. It is claimed that proposed amalgamation will result in greater efficiency in cash management of the transferee company and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, and to maximize shareholder value. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall not be required to issue any shares, since the transferor company is a wholly owned subsidiary of the transferee company. Accordingly, all the equity shares held by the transferee company in the transferor company shall be cancel....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....14, notice in the petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Statesman' (English) and 'Veer Arjun' (Hindi) editions. An affidavit has been filed by the petitioner showing compliance regarding publication of citations in the aforesaid newspapers on 10th November, 2014. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 14. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner/transferor company. Based on the  information received, the Dy. Official Liquidator has filed his report dated 26th November, 2014 wherei....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....nancial year ending 31.03.2014. He, therefore, prays that the petitioner companies may be directed to file their due balance sheets. In response to the aforesaid observation of the Regional Director, the petitioner/transferor company has filed the affidavit dated 29th May, 2015 of Mr. Jitendra Kumar Thapar, Director of the petitioner/transferor company stating that the petitioner company is in the process of amalgamation and merger with its parent company, because of which balance sheet for the year ending 31.03.2014 has not been filed, to avoid duplication of effort and retain consistency with the present amalgamation proceedings. The company, however, undertakes to submit consolidated balance sheet for the year ending on 31.03.2014 immedi....