Ina Malhotra, Member - (1.) This is a joint petition filed by way of a 1st Motion under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') by NGK Fresh Trading Private Limited (Applicant No. 1/Transferor Company) in connection with the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') for merging the businesses of the Transferor Company with NGK Trading Company Private Limited (Applicant No. 2/ Transferee Company). It is submitted that the Transferor Company is the Holding Company of the Transferee Company and are both in the same line of business.
(2.) As per averments, the registered offices of the Transferor Company as well as that of the Transferee Company are situated in the National Capital Territory of Delhi, falling within the territorial jurisdiction of this Court.
(3.) As per averments, the Applicant No. 1 / Transferor no. 1 Company was incorporated under the Act on 09th November, 2012 under the name and style of "NGK Fresh Trading Private Limited" having CIN U51909 DL2012 PTC244764. Its authorized share capital was increased from Rs. 1 Lakh shares to Rs. 50 Lakhs with effect from 24th November, 2012. Its issued, subscribed and paid up capital is Rs. 1,00,000/-. The main objects of Applicant No. 1 Company /Transferor Company is to carry on the business as Traders, buyers, sellers, exporters and consultants of all kinds of products, including but not limited to agriculture, floriculture, horticulture dairy farming etc and other consumer goods and durables as well as business enterprises of any type.;