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2015 (8) TMI 286

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..... ut modification, the proposed Scheme of Arrangement between Legend Travels Private Limited (hereinafter referred to as the demerged company) and Legend Travel Solutions Private Limited (hereinafter referred to as the resulting company no. 1) and Prestige Webnet Solution Private Limited (hereinafter referred to as the resulting company no. 2).   2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.   3. The demerged company was incorporated under the Companies Act, 1956 on 21st October, 1997 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.   4. The resulting company no. 1 was incorporated under the Companies Act, 2013 on 24th .....

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..... d for the resulting companies no. 1 & 2. 10. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicants that the Scheme, inter alia, provides that, upon coming into effect of this Scheme, the Travel Business and Real Estate Business of the demerged company shall stand merged with the resulting company no. 1 and resulting company no. 2 respectively. It is claimed that the proposed demerger will provide scope for independent expansion without committing the existing organization in entirety. It is further claimed that the proposed demerger will provide scope for independent expansi .....

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..... ty shareholders, the only secured creditor and all the unsecured creditors 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 convening the meetings of the equity shareholders, secured and unsecured creditors of the demerged company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 15. The resulting company no. 1 has 03 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have be .....

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