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2015 (5) TMI 158 - DELHI HIGH COURT

2015 (5) TMI 158 - DELHI HIGH COURT - TMI - Application under Sections 391 and 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 - Dispensation of convening the meetings of equity shareholders, secured and unsecured creditors - Held that:- The transferor company no. 1 has 32 equity shareholders. 06 out of 32 equity shareholders, being 18.75% in number and 98.35% in value, have given their consents/no objections in writing to the proposed Scheme of Amalgama .....

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and 01 unsecured creditor. Both 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 requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company no. 2 to consider and, if thought fit, approve, with or without modification, the pro .....

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tants, out of 02 unsecured creditors, 01 unsecured creditor namely Menichetti Glues & Adhesives having an unsecured debt of ₹ 32,578/- has been paid in full on 18.02.2015. The consent of other unsecured creditor has been placed on record. All the consents have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company no. 3 to consider and, if thought fit, approve, with or without .....

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hereof, the requirement of convening the meetings of the equity shareholders and unsecured 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 secured creditor of the transferee company, as on 31.01.2015. - The application approved. - COMPANY APPLICATION (MAIN) NO. 49/2015 - Dated:- 29-4-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Mahesh Aggarwal with Mr. Rajeev .....

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ion Private Limited (hereinafter referred to as the transferor company no. 1); The All India Investment Corporation Private Limited (hereinafter referred to as the transferor company no. 2); and World Media International Limited (hereinafter referred to as the transferor company no. 3) with World Media Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this .....

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September, 1952 under the name and style of The All India Investment Corporation Limited. The company changed its name to The All India Investment Corporation Private Limited and obtained the fresh certificate of incorporation from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 23rd September, 1976. 5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 25th November, 1991 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi .....

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of incorporation on 30th September, 1988. Thereafter, the company changed its name to World Media Limited and obtained the fresh certificate of incorporation on 10th October, 1991. The company finally changed its name to World Media Private Limited and obtained the fresh certificate of incorporation on 19th September, 2002. 7. The present authorized share capital of the transferor company no.1 is ₹ 34,04,900/- divided into 34,04,900 equity shares of ₹ 1/- each. The present issued, su .....

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into 9,800 equity shares of ₹ 100/- each. 9. The present authorized share capital of the transferor company no.3 is ₹ 1,00,00,000/- divided into 9,50,000 equity shares of ₹ 10/- each aggregating to ₹ 95,00,000/- and 50,000 non-cumulative redeemable preference shares of ₹ 10/- each aggregating to ₹ 5,00,000/-. The present issued, subscribed and paid-up share capital of the company is ₹ 5,00,690/- divided into 50,069 equity shares of ₹ 10/- each. 10. .....

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e companies, along with the report of the auditors, have also been filed. 12. 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 claimed that the amalgamation will result in reduction of overheads, administrative, managerial and other expenditure, and bring about operational rationalization, organizational efficiency and optimal utilization of various re .....

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s of the transferor companies in the following ratio: 01 equity share of ₹ 10/- each of the transferee company, credited as fully paid up, for every 887 fully paid up equity shares of ₹ 1/- each held in the transferor company no. 1. It is provided that the transferor company no. 2 is a wholly owned subsidiary of the transferee company. Therefore, the investment in the shares of the transferor company no. 2 shall get cancelled and there will be no issue and allotment of shares of the .....

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to 251 of the Companies Act, 1956 are pending against the applicant companies. 15. The Board of Directors of the transferor and transferee companies in their separate meetings held on 6th February, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 16. The transferor company no. 1 has 32 equity shareholders. 06 out of 32 equity shareh .....

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secured or unsecured creditor of the transferor company no. 1, as on 31.01.2015. 17. The transferor company no. 2 has 02 equity shareholders and 01 unsecured creditor. Both 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 requirement of convening the meetings of the equity shareh .....

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