9911796707
TMI Blog2008 (3) TMI 479X X X X Extracts X X X X X X X X Extracts X X X X ..... are statutorily required for sanctioning the scheme of amalgamation of applicant companies. 2. The registered office of the applicant/Transferor-company is situated at NDDB House, Safdarjung Enclave, New Delhi - 110029 and of the transferee-company is at Mother Dairy, Patparganj, Delhi - 110092, that is, within the jurisdiction of this Court. 3. The Board of Directors of the Transferor-company and the Transferee-company have passed separate resolutions approving the scheme of amalgamation of Transferor-company with the Transferee-company on 12-2-2008 and 14-2-2008 respectively, copies of which have been filed on record. 4. The Transferor-company and the Transferee-company have filed their respective Memorandums and Articles of Associati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f of the respective shareholders of the applicant/transferor-company, thus it is just and appropriate to dispense with convening the meeting of the equity shareholders of the transferor-company to consider the scheme of arrangement. 10. The applicant/Transferee-company has 2 shareholders. Both the shareholders of the applicant/transferee-company have given their consent in writing to the scheme of amalgamation, which have been filed on record. Since the consents to the scheme of amalgamation have been filed on behalf of the respective shareholders of the applicant/transferee-company, thus it is just and appropriate to dispense with convening the meeting of the equity shareholders of the transferee-company to consider the scheme of arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in value. The Chairperson and the Alternate Chairperson will ensure that the notices convening the meeting of unsecured creditors of the applicant-company along with copies of scheme and statement under section 393 of the Companies Act, 1956, shall be sent to the unsecured creditors of the Transferor-company by UPC at their registered or last known addresses at least 21 days before the date appointed for meeting, in their presence or in the presence of their authorized representatives. The notice shall also be published in newspapers 'Statesman' (English edition) and 'Amar Ujala' (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the day appointed for the meeting. 14. The fees of the Chairperson for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsidering the facts and circumstances, I am of the view that the sending of individual notices to the unsecured creditors of the value upto Rs. 25,000 can safely be dispensed with considering the small amount of debt they represent and their stated association. However, all such unsecured creditors shall be entitled to attend and participate in the meeting. The quorum for the said meeting will be 400 unsecured creditors in number constituting at least 15 per cent of the value of total debt. The Chairperson and the Alternate Chairperson will ensure that the notices convening the meeting of unsecured creditors of the applicant-company along with copies of scheme and statement under section 393 of the Companies Act, 1956, shall be sent to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies at least forty eight hours before the meeting. The chairpersons and the alternate chairpersons shall also ensure that the proxy registers are properly maintained and they shall inspect the same from time to time. 18. The Chairpersons and the Alternate Chairpersons shall be at the liberty to issue directions to the management of both the Applicant companies so that meetings of the unsecured creditors are conducted in a just, free and fair manner. Considering the large body of unsecured creditors who are likely to attend the aforesaid meetings, the applicants shall ensure adequate security, traffic and other arrangements, and for this purpose the SHO, of the local police station shall provide the necessary force and support. 19. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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