2017 (1) TMI 908

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....by Lionforge Intertrade Private Limited (hereinafter referred to as 'Transferor Company') and Perpetual Capital Servicing Private Limited (hereinafter referred to as 'Transferee Company') in connection with the proposed scheme of Amalgamation (hereinafter referred to as 'proposed Scheme') between the Transferor Company and the Transferee Company. 2. The registered office of the Transferor Company is situated at New Delhi, within the jurisdiction of this Court. 3. The registered office of the Transferee Company is situated at Mumbai, outside the jurisdiction of this Court. An affidavit has been filed on behalf of the Transferee Company to the effect that the Transferee Company has instituted a separate application before the Hon'ble Hi....

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.... on 31.03.2016. 7. A copy of the Memorandum of Association and Articles of Association of the Transferor Company has been filed on record. The audited balance sheet, as on 31.03.2016, of the Transferor Company, along with the report of the auditors, has also been filed and the same is on record. 8. It has been stated in the present application that no proceedings under Sections 235 to 251 of the Act (or the corresponding provisions of the Companies Act, 2013) are pending against the Transferor Company.   9. The Board of Directors of the Transferor Company in its meeting held on 17.10.2016 has unanimously approved the proposed scheme. Copy of the Resolution passed at the meeting of the Board of Directors of the Transferor Compa....

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....has been placed on record and has been examined and found in order. 14. The Transferor Company has 01 preference shareholder, being the Transferee Company. The sole preference shareholder has given its written consent/NOC to the proposed scheme. The said written consent/NOC has been placed on record and has been examined and found in order. 15. In view thereof, the requirement of convening meetings of the equity and preference shareholders of the Transferor Company to consider and if thought fit, approve, with or without modification, the proposed scheme, is dispensed with. 16. The Transferor Company has 02 unsecured creditors. 01 out of the two unsecured creditors has given its written consent/NOC to the proposed scheme. The se....