2017 (2) TMI 1052

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....der and if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation (hereinafter referred to as 'scheme') of GRM Metals Private Limited (hereinafter referred to as 'Transferor Company No.1') and MJR Components Private Limited (hereinafter referred to as 'Transferor Company No.2') with Mehra Metal Components Private Limited (hereinafter referred to as 'Transferee Company'). 2. The registered offices of the Applicant Companies are situated at New Delhi, within the jurisdiction of this Court. 3. Transferor Company No.1 was incorporated under the provisions of the Act on 20.04.2012 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. Thereafter, the Company changed its registered of....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ubscribed and paid-up share capital of the Transferee Company is Rs. 3,37,62,420/- divided into 33,76,242 equity shares of Rs. 10/- each. 9. Copies of the Memorandum and Articles of Association of the Applicant Companies have been filed on record. The audited balance sheets as on 31.03.2015 alongwith the reports of the auditors, of the Applicant Companies, have also been filed on record. 10. A copy of the proposed scheme has been placed on record and the salient features thereof have also been incorporated and set out in detail in the present application. It is stated by learned counsel appearing on behalf of the Applicant Companies that inter alia the circumstances which justify and/or necessitate the proposed scheme are as follows: * T....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ent structure of the Transferee Company and economies of scale for further modernization, growth and expansion of business.   11. So far as the share exchange ratio is concerned, the proposed scheme provides that, upon coming into effect of the proposed scheme, the Transferee Company shall issue and allot shares to the shareholders of the Transferor Company No.1 and Transferor Company No.2, in the following manner, respectively: "01 (one) share of the Transferee Company, for every 3.49 shares held by the shareholders of Transferor Company No.1 in Transferor Company No.1." "01 (one) share of the Transferee Company, for every 1.69 shares held by the shareholders of Transferor Company No.2 in the Transferor Company No.2." 12. It has b....