- (1.) THIS second motion petition has been filed under Sections 391 to 394 of the Companies Act, 1956, duly supported by affidavits, for sanction of the Scheme of Amalgamation (Annexure P 1) of M/s Trident Corporation Limited (Amalgamating Company/Transferor Company) with M/s Trident Limited (Amalgamated Company/ Transferee Company) (hereinafter referred to as 'the Scheme'), both companies having its registered office at Trident Complex, Raikot Road, Barnala, Punjab.
(2.) THE Amalgamating Company/Transferor Company was incorporated in the State of Punjab as Trident Corporation Limited on 09.02.2010. The registered office of the Amalgamating Company/Transferor Company is situated at Trident Complex, Raikot Road, Barnala Punjab. The main objects of the Amalgamating Company/Transferor Company are detailed in the Memorandum of Association annexed with the petition as Annexure P -4. The authorized, issued, subscribed and paid up capital of Amalgamating Company/Transferor Company as on 30.09.2013 is as under: JUDGEMENT_380_LAWS(P&H)3_2014.htm There is no change in the capital structure of the Amalgamating Company since September 30, 2013.
(3.) THE Amalgamated Company/Transferee Company was incorporated in the State of Punjab as Abhishek Industries Limited on 18.04.1990. The name of the Amalgamated Company/Transferee Company was subsequently changed to Trident Limited on 18.04.2011. The registered office of the Amalgamated Company/Transferee Company is situated at Trident Complex, Raikot Road, Barnala Punjab. The main objects of the Amalgamated Company/Transferee Company are detailed in the Memorandum of Association annexed with the petition as Annexure P -7. The authorized, issued, subscribed and paid up capital of Amalgamated Company/Transferee Company as on 30.09.2013 is as under: JUDGEMENT_380_LAWS(P&H)3_20141.htm As on February 1, 2014, 2,49,600 Equity Shares of Rs 10/ - each have been allotted to the Employees of the Amalgamated Company pursuant to exercise of options in terms of Trident Employee Stock Options Plan, 2007. Consequent to this allotment, the Paid Up Share Capital of the Amalgamated Company stands increased to Rs. 3,11,08,67,120/ -. The Board of Directors of the Amalgamating Company/ Transferor Company and the Amalgamated Company/Transferee Company considered and approved the Scheme of Amalgamation vide their respective meetings held on 09.10.2013, annexed with the petition as Annexures P -8 and P -9, respectively.;