V P Singh, Member - (1.) The instant joint Application filed under Sections 230-232 of the Companies Act, 2013 filed by the Petitioner Nos.l to 3, namely: 1. SEDAN TRADING PRIVATE UMITED (Transferee Company) 2. HERBIC SUPPLIERS UMITED ... (Transferor Company) 3. ROZARIUM TRACOM UMITED ... (Transferor Company) 1. This is a petition under Sections 230-232 of the Companies Act, 2013 praying for sanctioning the Scheme of Amalgamation proposed to be made between the Transferee Company, Transferor Company and their respective shareholders whereby and where under the entire undertaking of the Transferor Company with all assets and liabilities relating thereto as a going concern is proposed to be transferred to and vested in Transferee Company. By this Scheme of Amalgamation Herbic Suppliers Limited and Rozarium Tracom Limited will be merged/amalgamated with Sedan Trading Private Limited with Transfer Date or Appointed Date being 1st April, 2016. The Scheme of Amalgamation is annexed with the application as Annexure-"G".
(2.) It is stated in the application that SEDAN TRADING PRIVATE LIMITED (STPL) is a Private Company limited by shares under the provisions of the Companies Act, 1956. STPL was incorporated on 11.12.2008 and has an authorized share capital of Rs. 10,23,50,000/-(Rupees Ten Crore Twenty Three Lakh Fifty Thousand) only divided into 2,35,000 Equity Shares of Rs.10/- each and 10,000,000 Preference Shares of Rs.100/- each. The main objects of STPL is to carry on the business of trading and dealing in Iron and Steel. The objects of STPL are set out in its Memorandum and Articles of Association, a copy whereof is annexed with the application and marked "A".
(3.) It is stated in the petition that HERBIC SUPPLIERS LIMITED (HSL) was originally incorporated on 18.06.2013 as a Private Company limited by shares under the provisions of the Companies Act, 1956. HSL has an authorized share capital of Rs.5,00,000/- (Rupees Five Lakh) only divided into 5,00,000 Equity Shares of Rs.l/- each. The main objects of GSL is to carry on the business of dealing in all kinds of goods. The Company does not have any substantial business operation at present. The objects of HSL are set out in its Memorandum and Articles of Association, a copy whereof is annexed with the application and marked "C". The Transferee Company and the Transferor Companies are presently engaged in the business of trading activities.;