2017 (1) TMI 522

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... Handling Projects Private Limited (hereinafter referred as 'Transferee Company') seeking sanction of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') between the Transferor Company and the Transferee Company. 2. The Transferor Company and the Transferee Company are hereinafter, jointly referred to as 'Petitioners'. 3. The registered offices of the Petitioners are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company was originally incorporated under the Act on 14.08.2000, with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The Transferee Company was incorporated under the Act on 17.01.2006 with the Registrar of Companies, NCT of Delhi & Haryana at New De....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....out operational rationalization and efficiency, organizational efficiency and optimal utilization of various resources.   10. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: "96 Equity Share of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 100 Equity Share of Rs. 10/- each held in the Transferor Company." 11. It has been submitted that no proceedings under Sections 235 to 251 of the Act (and under the corresponding provisions of the Companies Act, 2013) are pending against either of the Petitioners. 12. The Board of Directors of the transfe....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ioners showing compliance regarding publication of citations in the aforesaid newspapers on 12.08.2016. 15. Pursuant to the notices issued in the Petition, the Official Liquidator has filed a report dated 10.11.2016, wherein it has been stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per second proviso of Section 394(1) of the Companies Act, 1956.   16. Therefore, no objection has been raised on behalf of the Official Liquidator to the grant of sanction to the Scheme. 1....