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In Re:- Narmada Asbestos Pipes Private Limited, Carnation Developers Private Limited

2015 (5) TMI 15 - DELHI HIGH COURT

Application for Scheme of Amalgamation - Dispensation of meetings of their equity shareholders, secured and unsecured creditors - Held that:- The transferor company has 03 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor 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 requirem .....

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nd all the secured creditors 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 requirement of convening the meetings of the equity shareholders and secured creditors of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no unsecu .....

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t 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 Narmada Asbestos Pipes Private Limited (hereinafter referred to as the transferor company) with Carnation Developers Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, w .....

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on 2nd August, 2010 with the Registrar of Companies, Rajasthan at Jaipur. Thereafter, the company shifted its registered office from the State of Rajasthan to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 12th June, 2013. 5. The present authorized share capital of the transferor company is ₹ 36,00,000/- divided into 3,60,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share cap .....

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n filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicants that the transferor company is a subsidiary of the transferee company and is jointly developing a .....

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o is concerned, the Scheme provides that, upon coming into effect of this Scheme, no shares of the transferee company shall be allotted in lieu or exchange of its holding in the transferor company and the share capital including the authorized share capital, and issued, subscribed and paid-up share capital of the transferor company shall stand cancelled. 10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and/or under Sections 206 .....

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