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2015 (8) TMI 527 - DELHI HIGH COURT

2015 (8) TMI 527 - 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 Sections 391 to 394 of Companies Act, 1956 Held that:- board of directors of transferor and transferee companies in their separate meetings unanimously approved proposed Scheme of Amalgamation Equity shareholders, secured and unsecured creditor of transferor and transferee c .....

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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 R. C. Sood & Co. Private Limited (hereinafter referred to as the demerged company) and J. R. Sood & Co. Private Limited (hereinafter referred to as the resulting company). 2. The registered offices of the demerged and resulting companies are .....

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the Companies Act, 1956 on 30th January, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of J. R. Sood & Co. Private Limited. The company changed its name to Golden Earth Estates Developers Private Limited. The company again changed its name to J. R. Sood & Co. Private Limited and obtained the fresh certificate of incorporation on 3rd March, 2014. 5. The present authorized share capital of the demerged company is ₹ 6,62,00,000 .....

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7; 10/- each with differential rights aggregating to ₹ 10,98,900/-. 6. The present authorized share capital of the resulting company is ₹ 50,00,000/- divided into 4,50,000 equity shares of ₹ 10/- each aggregating to ₹ 45,00,000/- and 50,000 redeemable preference shares of ₹ 10/- each aggregating to ₹ 5,00,000/-. The issued, subscribed and paid up capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 7. Copies of t .....

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sidiary of the demerged company and that the Scheme of Arrangement, inter-alia, provides that the Demerged Undertaking of the demerged company shall stand merged into the resulting company. It is claimed that the proposed demerger will provide clear management focus in as much as each company will have a separate management, which can focus on improving shareholder value in each of them. It is further claimed that by the proposed demerger, each company shall be in a position to pursue its own gr .....

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