2017 (2) TMI 129

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....bits Management Services Private Limited (hereinafter referred to as 'Transferor Company No.2') and Knowledgeage Technologies Private Limited (hereinafter referred to as 'Transferee Company') seeking sanction of the scheme of arrangement (hereinafter referred to as 'the Scheme') for the amalgamation of the Transferor Companies with the Transferee Company. 2. The registered offices of each of the Petitioner Companies are situated at Delhi, within the jurisdiction of this Court. 3. Transferor Company No.1 was incorporated under the Act and a certificate in this behalf was issued on 17.11.1994 by the Additional Registrar of Companies, NCT of Delhi and Haryana at New Delhi under the name of Marvel Corporate Services Private Limited. Thereafte....

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.... as on 31.03.2015 is Rs. 20,00,000/- divided into 1,60,000 equity shares of Rs. 10/- each and 40,000 preference shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Transferee Company as on 31.03.2015 is Rs. 6,55,000/- divided into 65,500 equity shares of Rs. 10/- each. 9. Copies of the Memorandum of Association and Articles of Association, the audited annual accounts for the year ended 31.03.2015, alongwith the reports of the Auditors, pertaining to the Transferor Companies and the Transferee Company have been enclosed with the application that earlier came to be filed by the Petitioner Companies, being Company Application (Main) No.59 of 2015. 10. Learned Counsel appearing on behalf of the Petitioner Companie....

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....rs. e) The amalgamation would also enable consolidation and further expansion of the Transferee Company. The amalgamation will contribute in furthering and fulfilling the objectives and business strategies of all the companies thereby accelerating growth, expansion and development of their business. f) The amalgamation would also provide the Transferee Company a strong and focused base to undertake the business more advantageously. g) The amalgamation would also provide the Transferee Company a strong and focused base to undertake the business more advantageously. 13. So far as the share exchange ratio is concerned, the same has been stated to be as follows: * The Transferee Company shall issue and allot 10 Equity shares of face value ....

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....aid affidavit is on record. 17. Pursuant to issuance of notice, the OL filed its report dated 06.12.2016 stating that no complaint has been received from any person/party to the proposed scheme and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interests of its members or public interest. 18. Therefore, the OL is stated to have no objections if this Court were to grant sanction to the proposed Scheme.   19. Pursuant to the notice being issued in the Petition, the Regional Director has filed its representation/affidavit dated 06.12.2016, not raising any objections to the grant of the proposed Scheme. 20. An affidavit dated 05.12.2016 showing that no objections have be....