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 Scheme of Arrangement for Amalgamation (hereinafter referred to be as 'the Scheme') between A.R.D. Realty Private Limited (Transferor Company) with Polo Hotels Limited (Transferee Company).
(2.) THE transferor company was incorporated under the Companies Act, 1956 (in short, "the Act") under the name "A.R.D Bau Sparkbase Estates Private Limited" on 15.7.1997. Thereafter, its name was changed to "A.R.D. Reality Private Limited" on 28.3.2008. The registered office of the company is situated at 329, Sector 21 -A, Chandigarh. 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 25.2.2011 is as under: JUDGEMENT_240_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 March 16, 2011 vide Annexures P.8 and P.9.;