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In Re:- M/s. Almondz Re-Insurance Brokers Private Limited With M/s. Almondz Insurance Brokers Private Limited

2015 (5) TMI 404 - DELHI HIGH COURT

Proposed scheme of Amalgamation - Dispensation of convening the meetings of their equity shareholders, secured and unsecured creditors - All the secured creditors give their consent in writing - The Unsecured creditors of the transferor company are running creditors - Company produce Chartered Accountant certificate to show liquidity position of the companies - Held that:- The transferor company has 07 equity shareholders and 01 secured creditor. All the equity shareholders and the only secured .....

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he transferor company are running creditors who are paid-off in the normal course of the business of the company. A perusal of the audited balance sheet of the transferor company, as on 31st March, 2014, reveals that the company has reserves and surplus of ₹ 10,88,10,171/-. As per the certificate issued by M/s. Pawan Shubham & Co., Chartered Accountants, the post-amalgamation net worth of the transferee company will enhance to ₹ 22,19,15,399/- as compared to its pre-amalgamation net .....

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1,31,76,317/-. Therefore, the rights of the unsecured creditors of the transferor company are not likely to be affected and the transferee company will be in a position to discharge all its liabilities, upon sanction of the Scheme of Amalgamation. In view of the above and the settled law on the subject, the requirement of convening and holding the meeting of the unsecured creditors of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Sche .....

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sferee 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 15th December, 2014. - Requirement to call meeting of shareholders, secured & unsecured creditors dispensed with. - COMPANY APPLICATION (MAIN) NO. 27/2015 - Dated:- 17-3-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Satwinder Singh and Mr.N.P.S. Chawla Sudershan Kumar Misra, J. 1. Thi .....

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s 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 Court. 3. The transferor company was incorporated under the Companies Act, 1956 on 27th December, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 27th March, 2003 with the Registrar o .....

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; 2,00,00,000/- divided into 20,00,000 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 2,50,00,000/- divided into 25,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 1,80,00,000/- divided into 18,00,000 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on r .....

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ve management system, greater financial strength, and operational flexibility of the amalgamated entity, which would result in maximizing overall shareholder value. It is further claimed that the Scheme will also provide increased competitive size, scale, better leverages in operational planning and process optimization and higher efficiency in use of available resources and will build up a larger capital base for the future growth and continuous development of the amalgamated entity, establishi .....

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on coming into effect of this Scheme. 10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 10th November, 2014 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 comp .....

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onsider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. 13. As on 15th December, 2014, the transferor company has 28 unsecured creditors holding unsecured debt of ₹ 18,73,56,949/-. The applicants have placed on record a certificate issued by M/s. Pawan Shubham & Co., Chartered Accountants certifying that out of 28 unsecured creditors, 17 unsecured creditors holding unsecured debt of ₹ 17,62,64,545/- have been paid .....

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s, nor does it contemplate extinction or reduction of liability to any creditor. Learned counsel has also submitted that on amalgamation of the transferor company with the transferee company, the post amalgamation net worth of the transferee company will be ₹ 22,19,15,399/- as compared to its pre-amalgamation net worth of ₹ 11,31,05,228/-. He has placed on record a certificate issued by M/s. Pawan Shubham & Co., Chartered Accountants, showing the pre and post amalgamation net wor .....

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r circumstances, has dispensed with the requirement of convening and holding the meetings of the creditors of the applicant companies. 15. The unsecured creditors of the transferor company are running creditors who are paid-off in the normal course of the business of the company. A perusal of the audited balance sheet of the transferor company, as on 31st March, 2014, reveals that the company has reserves and surplus of ₹ 10,88,10,171/-. As per the certificate issued by M/s. Pawan Shubham .....

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