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In Re: R.C. Sood & Co. Private Limited, J.R. Sood & Co. Private Limited

2015 (8) TMI 527 - DELHI HIGH COURT

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 companies have given their consents/no object .....

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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 situated at New Delhi, within the jurisdict .....

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06 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/- divided into 34,70,000 equity shares of & .....

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ating 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 .....

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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 growth strategy through different arrangements .....

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