IN RE Vs. JAYSHREE NIRMAN LIMITED

JUDGEMENT

(1.) The instant application has been filed jointly by the Applicants, namely, Jayshree Nirman Limited, Asian Securities Exchange Private Limited and BNK Securities Exchange Private Limited under section 230(1) and 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 for obtaining sanction in regard to the Scheme of Arrangement.

(2.) The object of this application is to ultimately obtain sanction of the Tribunal to the proposed Scheme of Amalgamation of all the two Transferor Companies Jayshree Nirman Limited and Asian Securities Exchange Private Limited with the Transferee Company BNK Securities Private Limited whereby all the properties, assets, rights and claims whatsoever of the two Transferor Companies and their entire undertakings together with all their rights and obligations relating thereto are proposed to be transferred to and vest in the BNK Securities Private Limited, the Transferee Company on the terms and conditions fully state in the said Scheme of Amalgamation, a copy of which has been annexed and marked as Annexure "J" to the application.

(3.) The Registered Office of Applicant Company No. 1, i.e. Jayshree Nirman Limited, incorporated on 20.01.1992 is situated at 1, British India Street, 5th floor, Room No.503, Kolkata- 700 069 in the State of West Bengal within the aforesaid jurisdiction. The authorized Share capital of the Applicant Company No.l is Rs 5,50,00,000/ divided into 55,00,000 equity shares of Rs.10/- each. Issued, subscribed and paid-up share capital is Rs.5,06,12,000/- divided into 50,61,200 equity shares of Rs.10/- each. This is a listed company. A copy of the Memorandum & Articles of Association of the Company has been submitted and annexed as Annexure "A" to the petition.