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2015 (8) TMI 484 - DELHI HIGH COURT

2015 (8) TMI 484 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Dispensing convening of meetings of equity and preference shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 390 and 391 Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 Held that:- board of directors of transferor companies no. 1 & 2 and transferee company in their separate meetings respectively unanimously approved proposed Sche .....

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gamation Application stands allowed Decided in favour of Applicants. - COMPANY APPLICATION (MAIN) NO. 116/2015 - Dated:- 22-7-2015 - Sudershan Kumar Misra, J. Mr. P. Nagesh, Advocate for the applicants SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 390 & 391 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 th .....

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Ubico Networks Private Limited (hereinafter referred to as the transferor company no. 1) and Spectranet IT Services Private Limited (hereinafter referred to as the transferor company no. 2) with Citycom Networks 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 1 .....

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company changed its name to Citycom Networks Private Limited and obtained the fresh certificate of incorporation on 25th July, 2008. 6. The present authorized share capital of the transferor company no.1 is ₹ 20,00,00,000/- divided into 2,00,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 18,32,80,000/- divided into 1,83,28,000 equity shares of ₹ 10/- each. 7. The present authorized share capital of the transferor .....

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equity shares of ₹ 10/- each. 9. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, along with the reports of the auditors, and the provisional balance sheets, as on 15th March, 2015, of the transferor and transferee companies have also been filed. 10. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been inco .....

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to achieve greater integration and better financial strength which would result in improving the competitive position of the combined entity 11. 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: 27 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 eq .....

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in their separate meetings held on 19th 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. 14. The transferor company no. 1 has 03 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. T .....

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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. 2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 2, as on 15th March, 2015. 16. The transferee company has 02 equity shareholders and 01 debenture holder. Both the equity shareholders .....

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ed creditor of the transferee company, as on 15th March, 2015. 17. The transferor company no. 1 has 01 secured creditor and a direction is sought to convene and hold its meeting to seek its approval to the proposed Scheme of Amalgamation. Considering the facts and circumstances aforesaid, the meeting of the secured creditor of the transferor company no. 1 shall be held on 21st August, 2015 at 12:00 noon at Lecture Room - II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New D .....

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algamation. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferor company no. 1 shall be held on 21st August, 2015 at 10:00 a.m. at Lecture Room - II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New Delhi - 110003. Mr. Rajeev Kumar, Advocate, (Mobile No. 9810466870) is appointed as the Chairperson and Ms. Shrishti Sharma, Advocate, (Mobile No. 9582249534) is appointed as the Alternate Chairperson to conduct the said meet .....

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t, 2015 at 4:30 p.m. at Lecture Room - II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New Delhi - 110003. Mr. Rajeev Sharma, Advocate, (Mobile No. 9810104886) is appointed as the Chairperson and Mr. Sameer Sharma, Advocate, (Mobile No. 9213857751) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the transferor company no. 2 shall be 3 in number and more than 25% in value of the total unsecured de .....

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14141) is appointed as the Chairperson and Mr. Ranjan Roy, Advocate, (Mobile No. 9810157399) 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 50 in number and more than 25% in value of the total unsecured debt. 21. In case the quorum as noted above for the above meetings is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons prese .....

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