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TMI Blog2013 (1) TMI 388X X X X Extracts X X X X X X X X Extracts X X X X ..... r referred to as the Transferor Company) having its registered office at E-391 L.G. Floor Chittranjan Park, New Delhi- 110019 and Ceragem India Private Ltd. (hereinafter referred to as the Transferee Company) having its registered office at 18, Haridwar Road, Dehradun, this Court vide order dated 11.05.2012 ordered that a meeting be convened on 23.06.2012 of shareholders of transferee company at 11 AM and unsecured creditors of transferee company at 1PM at its registered office at 18, Haridwar Road, Dehradun under the Chairmanship of Mr. A. K. Joshi, Advocate with an alternative Chairman Mr. Amrish Tiwari, Advocate practicing before this Court. The purpose of this meeting was for considering the proposed scheme of amalgamation and, if thoug ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they had received a copy of notice, scheme of amalgamation and explanatory statement in advance and also gone through the scheme and fully understood the same. Thereafter, the unsecured creditors cast their votes and they unanimously approved the scheme of amalgamation. 4. The report of the Chairman also states that similarly, the meeting of shareholders of the transferee company was convened on 23.06.2012 at 11 AM. The transferee company has 2 shareholders, holding in all 7,50,000 shares (representing 7,50,000 votes for the purpose of poll for the meeting). Out of 2 registered shareholders, the meeting was attended by one shareholder in person, namely, Mr. Jon Jin Yoon and by one shareholder, viz. Mr. Dong Jin Park through proxy ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in compliance of the order passed by this Court and the newspapers in which the notices were published have been filed and are on record by way of an affidavit dated 19.12.2012 filed by the petitioner. The said notices were published in the newspapers "Hindustan Times" published in English and in "Dainik Jagran" published in Hindi on 02.11.2012. 6. The Official Liquidator has filed its report that the Official Liquidator has not received any complaint against the proposed scheme of amalgamation from any person / party interested in the scheme in any manner till the date of filing its report. 7. A representation / affidavit of Regional Director, Northern Region, Ministry of Corporate Affairs, Noida has also been filed under Section 394-A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany petition, and having regard to the entirety of the record, this Court considers it expedient, appropriate and in the interest of justice that subject to some conditions the relief sought in effect on amalgamation be granted and the scheme of amalgamation as specified in Annexure A-1 to the Company Application No.1 of 2012 and Annexure-1 to the Company Petition No.5 of 2012 be accepted subject to orders passed on a similar application/petition filed by the Transferee Company before the High Court of Delhi. This Court has been apprised that a company petition No.257/2012 filed by the transferor company seeking sanction to the scheme of amalgamation of these two companies has been allowed by the Delhi High Court vide order dated 27.08.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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