(1.) THIS petition is filed under Sections 391 to 394 of the Companies Act, 1956 (for short 'the Act') by the petitioner - Pan Macmillan Books India Private Limited - the transferor Company situated at #101, 1 Floor, "Embassy Classic" #11, Vittal Mallya Road. Bangalore -560 001, seeking sanction of Scheme of Amalgamation produced at Annexure - A to the petition, which is proposed to be merged with M/s. Macmillan Publishers India Limited - the transferee company situated at 21. Patullos Road, Chennai - 600 002.
(2.) THE petitioner Company was incorporated on 12.03.2008 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore and Corporate Identification No. U22110KA2008PTC045586, having its registered office at No. 101. I Floor, "Embassy Classic". #11. Vittal Mallya Road. Bangalore - 560 001. The authorised share capital of the transferor company is Rs. 10,00,000/ - divided into 1,00,000 equity shares of Rs. 10/ - each. Issued, subscribed and paid -up capital is Rs. 6,00.000/ - divided into 60,000 equity shares of Rs. 10/ - each fully paid up.
(3.) THE Board of Directors of the petitioner Company in its meeting held on 21.02.2011 have approved and adopted the Scheme of Amalgamation by virtue of which the petitioner Company is proposed to be merged with a Company M/s. Macmillan Publishers India Limited - transferee Company, subject to confirmation of this Court within whose jurisdiction the registered office of the transferor/demerged company are respectively situated.