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2015 (4) TMI 986 - DELHI HIGH COURT

2015 (4) TMI 986 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation - Dispensation of convening the meetings of their equity shareholders, secured and unsecured creditors - Held that:- The transferor company has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the require .....

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mar Misra, J. 1. This joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of FIL India Business Services Private Limited (hereinaf .....

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the Companies Act, 1956 on 7th November, 2007 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Fidelity Funds Network Private Limited. The company changed its name to FIL Funds Network Private Limited and obtained the fresh certificate of incorporation on 11th June, 2008. The company again changed its name to FIL Research (India) Private Limited and obtained the fresh certificate of incorporation on 23rd May, 2012. Thereafter, the company shifted its registered .....

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he present authorized share capital of the transferee company is ₹ 2,99,00,00,000/- divided into 29,90,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 2,43,85,39,370/- divided into 24,38,53,937 equity shares of ₹ 10/- each fully paid-up. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of .....

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n of various resources. It is further claimed that proposed amalgamation will provide an opportunity to leverage combined assets and capital better, build a stronger sustainable business, improve the potential for further growth and expansion of the businesses of the two companies. 9. So far as the share exchange ratio is concerned, the Scheme provides that since the transferor company is a wholly owned subsidiary of the transferee company, the transferee company shall not issue any share or pay .....

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