2016 (7) TMI 1352

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....nsider and approve, with or without modification, the proposed Scheme of Amalgamation of Parag Breweries Limited (hereinafter referred to as the transferor company) with Carlsberg India Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 24th August, 2005 with the Registrar of Companies, West Bengal. The company shifted its registered office from the State of West Bengal to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 2nd December....

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.... of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicants that the transferor company is a wholly owned subsidiary of the transferee company and the proposed amalgamation will result in optimal utilization of resources due to pooling of management, administrative and technical skills of various resources, better administration, and cost reduction, including reduction in managerial, administrative and other common costs, thereby resulting in enhancing the cash flows and operational efficiencies. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming ....

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....company, as on 29th February, 2016. 13. The transferee company has 02 equity shareholders, 01 preference shareholder and 02 secured creditors. Both the equity shareholders, the sole preference shareholder and both the secured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders, preference shareholders and secured creditors of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. 14. So far as the unsecured credit....