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2015 (8) TMI 237 - DELHI HIGH COURT

2015 (8) TMI 237 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Dispensing convening of meetings of equity shareholders and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 and 394 Companies Act, 1956 read with Rules 6 & 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 shareholders and unsecured cred .....

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391 and 394 of the Companies Act, 1956 read with Rules 6 & 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, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Naveen Import Private Limited (hereinafter referred to as the transferor company no. 1); Garg Travel & Tours Private Li .....

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fter referred to as the transferor company no. 7) with Ekta Infratech 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 no. 1 was incorporated under the Companies Act, 1956 on 18th June, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferor company no. 2 was incorporated under .....

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incorporated under the Companies Act, 1956 on 26th June, 1998 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 21st June, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 17th March, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 10. The transferee .....

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y no.2 is ₹ 35,00,000/- divided into 3,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 16,01,000/- divided into 1,60,100 equity shares of ₹ 10/- each. 13. The present authorized share capital of the transferor company no.3 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 6,06,000/- divided into 60,600 equity shares of  .....

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the company is ₹ 3,78,000/- divided into 37,800 equity shares of ₹ 10/- each. 16. The present authorized share capital of the transferor company no.6 is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up capital of the company is ₹ 2,87,000/- divided into 28,700 equity shares of ₹ 10/- each. 17. The present authorized share capital of the transferor company no.7 is ₹ 10,00,000/- divided into 1,00,000 equ .....

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sociation of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 20. 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 affidavits. It is claimed by the applicants that the proposed scheme will result .....

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and finances and lead to a better and more economic control, over the running and management of the businesses and undertakings of the said company. 21. So far as the share exchange ratio is concerned, the Scheme provides that upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio:- 01 equity share of ₹ 10/- each, credited as fully paid-up, of the transferee company for every .....

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each, credited as fully paid-up, of the transferee company for every 01 equity share of ₹ 10/- each fully paid-up held in the transferor company no. 4. 01 equity share of ₹ 10/- each, credited as fully paid-up, of the transferee company for every 01 equity share of ₹ 10/- each fully paid-up held in the transferor company no. 5. 01 equity share of ₹ 10/- each, credited as fully paid-up, of the transferee company for every 01 equity share of ₹ 10/- each fully paid-up .....

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March, 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. 24. The transferor company no. 1 has 10 equity shareholders and 01 unsecured creditor. All 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 p .....

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. All 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 proposed Scheme of Amalgamati .....

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no. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 3, as on 31st March, 2015. 27. The transferor company no. 4 has 17 equity shareholders and 02 unsecured creditors. All the equity shareholders and both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections .....

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ity shareholders 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 meeting of the equity shareholders of the transferor company no. 5 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of th .....

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