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2013 (1) TMI 173 - DELHI HIGH COURTScheme of Arrangement - Demerger - Held that:- No proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on the date of the present Application. The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies - Consent accorded from Shareholders, Secured and Un-secured Creditors of the Applicant Companies. In view of the written consents/ NOC given by 99.97% of the Equity Shareholders of Applicant Company –I representing majority in number and more than 3/4th in value of the total Equity Shareholders, the requirement of convening meeting of Equity Shareholders has been dispensed with - Copy of the certificate confirming the pre and post demerger net worth of HCLSS/Applicant Company-I and HCLT/Applicant Company-II, duly certified by PRYD Associates, Chartered Accountants, have also been enclosed with the Application for convening the meeting of the Unsecured Creditors of the Applicant Company. On becoming the unsecured creditors of Applicant Company-II, the unsecured creditors of Applicant Company –I shall be benefitted with a better liquidity position in comparison to the liquidity position they were previously enjoying as the unsecured creditors of HCLSS/Applicant Company –I - the proposed Scheme will not affect the rights of the unsecured creditors of Applicant Company-II as no sacrifice or waiver is called from them. Separate meetings of Secured Creditors of the Applicant Company –I and Equity Shareholders, Secured Creditors of Applicant Company –II are proposed to be held under the supervision of this Court on 19th day of January 2013 at 10:30 A.M. to headed by appointed Chairperson and Alternate Chairperson - advertisements & Individual notices shall be published/send minimum 21 days in advance - Voting by proxy is permitted - Qrom fixed - Chairman/Alternate Chairman shall file their reports within 2 weeks of the conclusion of the respective meetings.
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