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28.01.2011
Present: Mr. Mukesh Sukhija, Advocate for applicants.
± CO. APPL. (M) 19/2011
*
This joint application has been filed under Sections 391 and
394 of the Companies Act, 1956 (for short "the Act") seeking sanction of Scheme of Amalgamation of Tiloka Real Estate Private Limited
(Transferor Company) with Hamir Real Estate Private Limited
(Transferee Company).
The proposedScheme of Amalgamation (for short 'Scheme') is annexed as Annexure 'A-9' to the present application.
Registered office of the transferor company and the transferee company are located within the National Capital Territory of I)elhi.
Along with the application, the transferor company and the transferee company have enclosed copy of their Memorandum and Articles of
Association, their latest audited balance sheets as on 3 lS March, 2010 and the resolutions passe4 by the Board of Directors of the two applicant companies approving the proposed Scheme.
CO. APPL. (Al)19112011
2011:DHC:8357
The transferor company has three shareholders, who have given their consents/no objection certificates to the proposed Scheme. The transferor company does not have either secured or unsecured creditors, a certificate to this effect has been issued by M/s. Ashok
Kumar Goyal & Co., Chartered Accountants, at page 103 & 104 of
28.01.2011
Present: Mr. Mukesh Sukhija, Advocate for applicants.
± CO. APPL. (M) 19/2011
*
This joint application has been filed under Sections 391 and
394 of the Companies Act, 1956 (for short "the Act") seeking sanction of Scheme of Amalgamation of Tiloka Real Estate Private Limited
(Transferor Company) with Hamir Real Estate Private Limited
(Transferee Company).
The proposedScheme of Amalgamation (for short 'Scheme') is annexed as Annexure 'A-9' to the present application.
Registered office of the transferor company and the transferee company are located within the National Capital Territory of I)elhi.
Along with the application, the transferor company and the transferee company have enclosed copy of their Memorandum and Articles of
Association, their latest audited balance sheets as on 3 lS March, 2010 and the resolutions passe4 by the Board of Directors of the two applicant companies approving the proposed Scheme.
CO. APPL. (Al)19112011
2011:DHC:8357
The transferor company has three shareholders, who have given their consents/no objection certificates to the proposed Scheme. The transferor company does not have either secured or unsecured creditors, a certificate to this effect has been issued by M/s. Ashok
Kumar Goyal & Co., Chartered Accountants, at page 103 & 104 of
the paper book.
The transferee company has three shareholders and the said shareholders have also given their consents/no objection certificates to the Scheme. The transferee company has no secured creditors, a certificate to this effect has been issued by M/s. Ashok Kumar Goyal
& Co., Chartered Accountants, at page 225 of the paper book. The transferee company has seven unsecured creditors as per the list given at pages 206 of the paper book. The transferee company has also
I - enclosed a certificate given by M/s. Ashok Kumar Goyal & Co., Chartered Accountants, at page 224 of the paper book. The transferee company has enclosed with the application, consents/no objection certificates given by all the unsecured creditors at pages 207-223 of the paper book.
CO. 4P/'L. (A/I) 192011 Page 2 oJ3
In view of the above position and no objection certificates/ consents given, the need and requirement to convene and hold meeting of the shareholders and creditors of the transferor and transferee companies is dispensed with.
The application is disposed of.
The transferee company has three shareholders and the said shareholders have also given their consents/no objection certificates to the Scheme. The transferee company has no secured creditors, a certificate to this effect has been issued by M/s. Ashok Kumar Goyal
& Co., Chartered Accountants, at page 225 of the paper book. The transferee company has seven unsecured creditors as per the list given at pages 206 of the paper book. The transferee company has also
I - enclosed a certificate given by M/s. Ashok Kumar Goyal & Co., Chartered Accountants, at page 224 of the paper book. The transferee company has enclosed with the application, consents/no objection certificates given by all the unsecured creditors at pages 207-223 of the paper book.
CO. 4P/'L. (A/I) 192011 Page 2 oJ3
In view of the above position and no objection certificates/ consents given, the need and requirement to convene and hold meeting of the shareholders and creditors of the transferor and transferee companies is dispensed with.
The application is disposed of.
Order dasti.
Lt
MANMOItAN,J
JANUARY 28, 2011 rn
CO. APPL. (M) 1912011 Page 3 of3
Lt
MANMOItAN,J
JANUARY 28, 2011 rn
CO. APPL. (M) 1912011 Page 3 of3
JUDGMENT