TMI Blog2015 (8) TMI 138X X X X Extracts X X X X X X X X Extracts X X X X ..... nts/no objections in writing to said proposed Scheme Direction issued upon Transferee company having 6200 unsecured creditors to hold meeting to seek their approval to proposed Scheme Application stands allowed Decided in favour of applicants. - COMPANY APPLICATION (MAIN) NO. 128/2015 - - - Dated:- 27-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner: Mr. Karan Mehra, Mr. Dipankar Vig and Mr. Kunal Juneja, Advocates For the Respondent: None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 391 to 394A 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... divided into 1,25,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 12,50,00,000/- divided into 1,25,00,000 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 ₹ 2,36,51,700/- divided into 23,65,170 equity shares of ₹ 10/- each. 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, 2015 and 31st March, 2014 of the transfero ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed Scheme of Amalgamation and Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The transferor company has 92 equity shareholders. 87 out of 92 equity shareholders, being 94.56% in number and 98.95% in value, have given their consents/no objections in writing to the proposed Scheme of Amalgamation and Arrangement. 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 meeting of the equity shareholders of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing. The Quorum of the meeting of the unsecured creditors of the transferee company shall be 500 in number and more than 25% in value of the total unsecured debt. 15. In case the quorum as noted above for the above meeting is not present at the meeting, then the meeting 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 meeting is filed with the registered office of the transferee company at least 48 hours before the meeting. The Chairperson and Alternate Chairperson shall ensure that t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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