TaxTMI 
TaxTMI 
TaxTMI 
2017 (1) TMI 959
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....n respect of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') between Biobase Databases India Private Limited (herein after referred to as 'Transferor Company') and CLC Bio India Private Limited (herein after referred to as 'Transferor Company')with Qiagen India Private Limited and their respective shareholders and creditors. 2. The registered office of the Transferor Company No. 1 is situated in Bengaluru. It has been stated in the present application that an application seeking dispensation of requirement of convening and holding of meetings of the Equity shareholders, Secured and Unsecured Creditors of Transferor Company no. 1 had been instituted before the Hon'ble High Court of Karnataka, Bengaluru being Company....
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....Capital of the Transferor Company No. 2 as on 31.03.2016 is, Rs. 5,00,000/-, divided into 50,000 equity shares ofRs.10/- each. The issued, subscribed, paid up Share Capital of Transferor Company No. 2 as on 31.03.2016 is,Rs.5,00,000/-, divided into 50,000 equity shares of Rs. 10/- each. 10. The Authorised Share Capital of the Transferee Company as on 31.03.2016 is,Rs.18,50,00,000/-, divided into 1,85,00,000 equity shares of Rs. 10/- each. The issued, subscribed, paid upShare Capital of the Transferee Company as on 31.03.2016 is,Rs.11,91,00,000/-,divided into 1,19,10,000 equity shares of Rs. 10/- each. 11. The copies of Memorandum of Association and Articles of Association of the Transferor Companies and the Transferee Company have been fi....
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.... shares of Rs. 10/- each). 14. It has been submitted on behalf of the Applicant Companies that no proceedings under Sections 235 to 251 of the Act or under corresponding provisions of the Companies Act, 2013 are pending against the Applicant Companies as on the date of filing of the present application. 15. The proposed Scheme has been approved by the Board of Directors (hereinafter referred to as 'BOD') of the Applicant Company in its meeting held on 29.04.2016. Copy of the Resolution passed at the meeting of the Board of Directors of the Applicant Company has been placed on record. 16. A prayer has been made for dispensing with the requirement of convening the meetings of the Shareholders and Unsecured Creditors of the Applicant Compan....
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....new shares will be issued on amalgamation and both the transferor companies as well as the transferee company are not proposing any arrangement with their shareholders and creditors, hence, written consents/NOCs of all the unsecured creditors of the applicant/transferee company are not required to be obtained for the purpose of the amalgamation. 22. In support of his submission, learned counsel for the applicant has placed reliance on the decision of this Court in the matter of M/s. Imperia Homes Pvt. Ltd. in Company Application (Main)No.78/2014wherein in similar circumstances, this court, has dispensed with the requirement of convening and holding the meetings of the secured and unsecured creditors of the transferee company without obtain....