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2017 (2) TMI 128

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....to as 'Transferor Company No.1'), Maya Clothing Private Limited (hereinafter referred to as 'Transferor Company No.2'), Saga Textiles Private Limited (hereinafter referred to as 'Transferor Company No.3'), Zenith Clothing Company Private Limited (hereinafter referred to as 'Transferor Company No.4'), D & S Hosiery & Wollen Mills Private Limited (hereinafter referred to as 'Transferor Company No.5') and Indus Garments Private Limited (hereinafter referred to as 'Transferee Company') seeking sanction of this Court to the proposed scheme of Amalgamation (hereinafter referred to as 'proposed scheme') of Transferor Company Nos.1 to 5 with the Transferee Company. 2. The Transferor Company Nos. 1 to 5 and the Transferee Company are hereinafter co....

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....pital of Transferor Company No.2, as on 31.03.2015, is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/each. The issued, subscribed and paid-up capital of Transferor Company No.2, as on 31.03.2015, is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each fully paid-up. 12. The authorized share capital of Transferor Company No.3, as on 31.03.2015, is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/each. The issued, subscribed and paid-up capital of Transferor Company No.3, as on 31.03.2015, is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each fully paid-up. 13. The authorized share capital of Transferor Company No.4, as on 31.03.2015, is 1,00,000/- divided into 10,000 equity shares of....

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....ling of their financial, commercial and other resources, economies of scale and reduction of overheads. c) With enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and strength to meet requirements for further growth of business activities. d) The proposed scheme would be advantageous to combine the activities of Transferor Company Nos.1 to 5 and the Transferee Company into a single Company for the benefit for all the companies, their shareholders, creditors and all concerned. 18. So far as the share exchange ratio is concerned, the proposed scheme provides that upon coming into effect thereof:- "The Transferee Company will issue (1) 4 (Four) equity shares of the Transferee Company o....

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....ompany to the shareholders of Transferor No.4 Company whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand) equity share of Rs. 10/- each held by the said shareholders in the Transferor Company No.4, (5) 7(Seven) equity shares of the Transferee Company of the face value of Rs. 10/- each credited as fully paid-up in the capital of the Transferee Company to the shareholders of Transferor Company No.5 whose names are recorded in its Register of Members on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every 1000 (One Thousand) equity share of Rs. 10/- each held by the said shareholders in....

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....r Arjun' (Hindi). An affidavit dated 22.09.2016 has been filed by the Petitioner Companies showing compliance regarding publication of citations in the aforesaid newspapers on 14.07.2016. Copies of the newspapers clippings containing the publications have been filed alongwith the said affidavit dated 22.09.2016. 23. Pursuant to the notices issued the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed a report dated 26.08.2016, wherein it has been stated that no complaint has been received against the proposed scheme from any interested person/party and that the affairs of the Transferor Company Nos.1 to 5 do not appear to have been conducted in a manner....