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2015 (8) TMI 138 - DELHI HIGH COURT

2015 (8) TMI 138 - DELHI HIGH COURT - TMI - Scheme of Amalgamation and Arrangement - Dispensing convening of meetings of equity shareholders and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 to 394A 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 87 out of 92 equity shar .....

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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 requirement of convening the meetings of their equity shareholders and secured creditors and the unsecured creditors of the tr .....

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in the jurisdiction of this Court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 20th May, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Fabindia Franchise & Consulting Private Limited. The company changed its name to Artisans Holdings and Investment Private Limited and obtained the fresh certificate of incorporation on 25th November, 2011. The company again changed its name to AHIPL Manageme .....

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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 be .....

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wth prospects through consolidation of resource base and improvement in generation, mobilization and utilization of physical resources, financial resources, human resources, knowledge, information and other important tangible and intangible resources. It is further claimed that the proposed amalgamation will reduce managerial overlaps, which are necessarily involved in running multiple entities. 9. So far as the share exchange ratio is concerned, the Scheme provides that the transferee company s .....

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in their separate meetings held on 29th April, 2015 have unanimously approved the 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 .....

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quity shareholders. 324 out of 406 equity shareholders, being 79.80% in number and 99.56% 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 meetings of the equity shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the prop .....

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a.m. at PHD Chamber of Commerce and Industry, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi - 110016. Ms. Anita Sahni, Advocate, (Mobile No. 9810113256) is appointed as the Chairperson and Mr. Shekhar Kumar, Advocate, (Mobile No. 9871008884) is appointed as the Alternate Chairperson to conduct the said meeting. 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 .....

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