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2015 (8) TMI 527

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..... licants - COMPANY APPLICATION (MAIN) NO. 113/2015 - - - Dated:- 21-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Ms. Aditi Sharma, Advocate For the Respondent : None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 391 to 394 of the Companies Act, 1956 by the applicant companies seeking 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 r .....

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..... ity shares of ₹ 10/- each aggregating to ₹ 25,64,180/-; 1,09,890 equity shares of ₹ 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 the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as o .....

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..... ions under the Companies Act, 2013 have been initiated or are pending against the applicant companies. 11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 30th March, 2015 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record. 12. The demerged company has 05 equity shareholders, 01 secured creditor and 24 unsecured creditors. All the equity shareholders, the only secured creditor and 05 out of 24 unsecured creditors representing 99.76% of the total unsecured debt have given their consents/no objections in writing to the proposed Scheme .....

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