2014 (1) TMI 1780

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....'), Prospective Infrastructures Private Limited (hereinafter referred to as 'Transferor Company No.2') and Smart Global Corporate Holding Private Limited (hereinafter referred to as 'Transferee Company'), in connection with the scheme of amalgamation (hereinafter referred to as 'the Scheme') of Transferor Company No.1 and Transferor Company No.2 with the Transferee Company. 2. Transferor Company No.1, Transferor Company No.2 and the Transferee Company will hereinafter collectively be referred to as 'the Applicants'. 3. The registered offices of the Applicants are situated within the National Capital Territory of Delhi and thus, this Court has the necessary jurisdiction to adjudicate the matter. 4. Transferor Company No.1 was origin....

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.... Company was changed to 'Smart Global Corporate Holding Private Limited' and a fresh certificate of incorporation was issued by Registrar of Companies, National Capital Territory of Delhi and Haryana on 08.08.2014. 7. The authorized share capital of Transferor Company No.1 as on 31.03.2016 is Rs. 9,00,00,00,000/-, divided into 50,00,00,000 equity shares of Rs. 10/- each and 40,000 3% Non-Cumulative Redeemable Optionally Convertible Preference Shares of Rs. 1,00,000/- each. The issued, subscribed and        paid-up share capital of the company as on 31.03.2016 is Rs. 800,01,00,000/-, divided into 40,00,10,000 equity shares of Rs. 10/- each, and 40,000 3% Non-Cumulative Redeemable Optionally Convertible P....

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....plification of business processes. It has been further stated that the proposed Scheme would inter alia, lead to improved organizational capability arising from pooling of financial, managerial and technical resources and that Amalgamation would maximize the overall shareholders value by strengthening its core competencies. 13. So far as the share exchange ratio is concerned, the Scheme provides that there will be no issue and allotment of shares by the Transferee Company in consideration of amalgamation of the Transferor Companies with the former due to the following reasons: * The entire share capital of Transferor Company No. 1 is held by the Transferee Company; * The entire share capital of Transferor Company No.2 is held by Tr....

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.... NIL N.A 1 ALL Transferee Company 8 ALL NIL N.A. NIL N.A NIL N.A 16. A prayer has been sought seeking dispensation of the requirement of convening meetings of the shareholders, secured and unsecured creditors of the Applicant Companies. 17. Transferor Company No.1 has 02 equity shareholders and 01 preference shareholder. All the shareholders (equity and preference) have given their written consents/NOCs to the proposed Scheme. The written consents/NOCs have been placed on record. The same have been examined and found in order. 18. In view of the foregoing, the requirement of convening the meetings of equity and preference shareholders of Transferor Company No.1, to consider and if thought fit, ap....