9911796707
TMI Blog2015 (8) TMI 334X X X X Extracts X X X X X X X X Extracts X X X X ..... reinafter referred to as the transferor company no. 2); DLF Telecom Limited (hereinafter referred to as the transferor company no. 3); DLF Info City Developers (Chennai) Limited (hereinafter referred to as the transferor company no. 4) and DLF Universal Limited (hereinafter referred to as the transferor company no.5) and DLF Home Developers Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor companies no. 1 to 3 and the transferee company are situated at New Delhi, within the jurisdiction of this Court. However, the registered offices of the transferor companies no. 4 & 5 are situated at Gurgaon, outside the jurisdiction of this Court. Learned counsel for the applicants submitted that a separate application has been filed by the transferor companies no. 4 & 5 in the court of competent jurisdiction for sanction of the Scheme of Arrangement in their respect which is still pending. 3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 9th April, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferor company no. 2 was originally incorporated under the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... up share capital of the company is Rs. 11,15,00,000/- divided into 1,11,50,000 equity shares of Rs. 10/- each. 10. The present authorized share capital of the transferee company is Rs. 77,40,55,20,000/- divided into 3,34,94,52,000 equity shares of Rs. 10/- each aggregating to Rs. 33,49,45,20,000/-; 34,00,00,000 0.01% redeemable preference shares of Rs. 100/- each aggregating to Rs. 34,00,00,00,000/-; 80,000 10% non-cumulative redeemable preference shares of Rs. 100/- each aggregating to Rs. 80,00,000/-; 15,000 6% redeemable preference shares of Rs. 100/- each aggregating to Rs. 15,00,000/-; 9,90,00,000 preference shares of Rs. 100/- each aggregating to Rs. 9,90,00,00,000/-; and 15,000 6% non-cumulative redeemable preference shares of Rs. 100/- each aggregating to Rs. 15,00,000/-. The present issued, subscribed and paid-up share capital of the company is Rs. 9,26,65,38,390/- divided into 4,12,13,839 equity shares of Rs. 10/- each aggregating to Rs. 41,21,38,390/-; and 8,85,44,000 0.01% redeemable preference shares of Rs. 100/- each aggregating to Rs. 8,85,44,00,000/-. 11. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013, to the extent applicable, are pending against the applicant companies. 15. The Board of Directors of the transferor companies no. 1, 2, 3 & 5 and the transferee company and the Board of Directors of the transferor company no. 4 in their separate meetings held on 31st March, 2015 and 27th March, 2015 respectively have unanimously approved the proposed Scheme of 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. 16. The transferor company no. 1 has 07 equity shareholders and 03 unsecured creditors. All the equity shareholders 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 and unsecured creditors of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured creditor of the transferor comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l, New Delhi - 110057. Ms. Madhurima Mridul, Advocate, (Mobile No. 9810175151) is appointed as the Chairperson and Mr. Sunil Sharma, Advocate, (Mobile No. 9811383958) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors of the transferee company shall be 02 in number and more than 25% in value of the total secured debt. 21. The transferee company has 9003 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferee company shall be held on 5th September, 2015 at 11:00 a.m. at Niryat Bhawan, Rao Tula Ram Marg, Opposite Army Hospital Research and Referral, New Delhi - 110057. Mr. Yogesh Jagia, Advocate, (Mobile No. 9810043405) is appointed as the Chairperson and Ms. Alka Srivastava, Advocate, (Mobile No. 9811950380) 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 200 in number and more than 25% in value of the total unse ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
