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2015 (8) TMI 137 - DELHI HIGH COURT

2015 (8) TMI 137 - DELHI HIGH COURT - TMI - Scheme of Arrangement - Dispensing convening of meetings of equity shareholders and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Section 391 of Companies Act, 1956 read with Rule 9 of Companies (Court) Rules, 1959 Held that:- board of directors of transferor and transferee companies in their separate meetings unanimously approved proposed Scheme of Amalgamation Equity and preference shareholders and secured cre .....

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ISRA, J. For the Petitioner: Mr. Amar Gupta & Mr. Divyam Aggarwal, Advocate For the Respondent: None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rule 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 and preference shareholders and the secured creditors of the transferor company and for .....

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n the jurisdiction of this Court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 18th March, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Indiabulls Investment Private Limited. The company changed its name to Indiabulls Finance Company Private Limited and obtained the fresh certificate of incorporation on 9th May, 2005. 4. The transferee company was originally incorporated under the Companies Act .....

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of the transferor company is ₹ 11,00,00,000/- divided into 1,10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,94,20,960/- divided into 1,09,42,096 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 30,00,00,000/- divided into 3,00,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 23,95,20 .....

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plication and the accompanying affidavit. It is submitted by the applicants that the Scheme will help to avoid overlap in the landing activities of both the companies, duplication of resources, systems, skills and process, reduce overall cost, improve synergies, enable the achievement of economies of scale, reduce administrative costs entitled by the conduct of the businesses through separate entities, provide enhanced flexibility in funding of expansion plans, promote management efficiency and .....

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bmitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and/or other applicable provisions of the Companies Act, 2013 are pending against the applicant companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 16th April, 2015 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee co .....

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consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 13. The transferee company has 07 equity shareholders and 01 preference shareholder. All the equity shareholders and the only preference shareholder have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of .....

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transferor company shall be held on 28th August, 2015 at 12:30 p.m. at Claridges Hotel, New Delhi. Mr. Yogesh Malhotra, Advocate, (Mobile No. 9811151411) is appointed as the Chairperson and Ms. Ushma Malik, Advocate, (Mobile No. 9999202372) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the transferor company shall be 02 in number and more than 25% in value of the total unsecured debt. 15. The transferee company has .....

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lternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors of the transferee company shall be 2 in number and more than 25% in value of the total secured debt. 16. The transferee company has 04 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferee company shall .....

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gs is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the registered offices of the applicant companies at least 48 hours before the meeting. The Chairpersons and Alternate .....

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