Ajay Kumar Mittal, J. - (1.) THIS second motion petition has been filed under Sections 391 to 394 of the Companies Act, 1956 for sanction of the Modified Scheme of Arrangement for Amalgamation (hereinafter referred to be as 'the Scheme') between Yusen Air & Sea Service (India) Private Limited (Transferor Company) with NYK Logistics (India) Limited (Transferee Company).
(2.) THE transferor company was incorporated under the Companies Act, 1956 (in short, "the Act") on 21.3.2007. The registered office of the company is situated at No. 803, 8th floor, Palm Court, Sukhrali Chowk, Gurgaon, Haryana. The main objects of the transferor company are detailed in the Memorandum and Articles of Association, annexed as Annexure P.2. The authorized, issued, subscribed and paid up capital of transferor company as on 31.3.2010 is as under: - A.R.D Realty Private Limited JUDGEMENT_239_LAWS(P&H)11_20111.htm Petitioner (Transferee Company) was incorporated on 6.11.1998 under the name "Orient Consolidation Service (India) Limited" by the Registrar of Companies, Maharashtra, Mumbai. Its name was changed to "NYK Logistics (India) Limited" on 1.1.2004. Thereafter, the registered office of the transferee company was shifted to the State of Haryana vide order dated 2.2.2011 of the Company Law Board, Mumbai Branch, Mumbai and a certificate of Registration of Company Law Board Order for change of State dated 3.3.2011 was issued by the Registrar of Companies, NCT of Delhi and Haryana. The main objects of the Transferee Company are detailed in Memorandum and Articles of Association, appended as Annexure P.4. The authorized, issued, subscribed and paid up capital of petitioner transferee company as on 31.3.2010 and as on 31.3.2011 is as under: - Yusen Air & Sea Service (India) Private Limited JUDGEMENT_239_LAWS(P&H)11_2011.htm
(3.) THE Board of Directors of the Transferor Company and the Transferee Company considered and approved the Scheme of Arrangement for Amalgamation in their respective meetings held on April 1, 2011 and March 18, 2011, Annexures P.6 and P.7 respectively.;