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2015 (8) TMI 286 - DELHI HIGH COURT

2015 (8) TMI 286 - DELHI HIGH COURT - TMI - Scheme of Amalgamation Dispensing convening of meetings of equity shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Section 391(1) of Companies Act, 1956 Held that:- board of directors of demerged and resulting companies no.1&2 in their separate meetings unanimously approved proposed Scheme of Amalgamation Equity shareholders, secured and unsecured creditor of demerged and resulting compa .....

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eeking 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 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 .....

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ew Delhi. 5. The resulting company no. 2 was incorporated under the Companies Act, 1956 on 31st March, 2014 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 6. The present authorized share capital of the demerged company is ₹ 1,40,00,000/- divided into 14,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,39,99,980/- divided into 13,99,998 equity shares of ₹ 10/- each. 7. The present authori .....

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00/- divided into 10,000 equity shares of ₹ 10/- each. 9. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the demerged company has also been filed. It has been submitted by the applicants that since the resulting companies no. 1 & 2 have been incorporated only recently, therefore, no accounts have been prepared for the resulting companies no. 1 & 2. 10. A c .....

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merger 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 expansion of various businesses and will strengthen, consolidate and stabilize the business of these companies and will also facilitate further expansion and growth of their businesses. 11. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, t .....

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n the demerged company. 12. It has been submitted by the applicants that no proceedings under Sections 235 and 251 of the Companies Act, 1956 are pending against the applicant companies. 13. The Board of Directors of the demerged company and resulting companies no. 1 & 2 in their separate meetings held on 30th April, 2015 and 9th May, 2015 respectively have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of t .....

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