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2015 (12) TMI 307 - DELHI HIGH COURT

2015 (12) TMI 307 - DELHI HIGH COURT - TMI - Scheme of Arrangement - directions of this court to dispense with the requirement of convening the meetings of the equity shareholders of both the companies - Held that:- The transferor company has 11 equity shareholders. All the equity shareholders 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 thereo .....

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placed on record.

The meeting of the secured creditors of the transferor company shall be held on 26th December, 2015 at 11:00 a.m. at A-11, Meerut Road Industrial Area, Ghaziabad, Uttar Pradesh. Mr.Ankur Arora, Advocate, (Mobile No. 9811929774) is appointed as the Chairperson and Mr. Hari Om Gautam, Advocate, (Mobile No. 9810057143) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors of the transferor company sha .....

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ng of the unsecured creditors of the transferor company shall be 20 in number and more than 25% in value of the total unsecured debt.

The Chairpersons and Alternate Chairpersons shall ensure that notices for convening the aforesaid meetings of the secured and unsecured creditors of the transferor company, along with copies of the Scheme of Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the secured and unsecured creditors of the transferor .....

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ated:- 6-11-2015 - Sudershan Kumar Misra, J. For the Applicants : Mr. Ashutosh Gupta, Advocate ORDER Sudershan Kumar Misra, J. 1. This joint application has been filed under Sections 391, 392 & 394 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 the meetings of the equity shareholders of the transferor company and equity shareholders, secured and .....

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or and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was incorporated under the Companies Act, 1956 on 21st April, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 14th December, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the transferor company is .....

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s of ₹ 10/- each. 7. 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 30th June, 2014 and 31st March, 2014, along with the reports of the auditors, of the transferor company and the transferee company respectively have also been filed. 8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the app .....

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management and focus on growing the businesses. 9. 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 shares to the shareholders of the transferor company in the following ratio: 01 compulsory convertible preference shares of ₹ 10/- each in the transferee company for every 01 equity share of ₹ 10/- each held by them in the transferor company. 10. It has been submitted by the .....

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feror and transferee companies have been placed on record. 12. The transferor company has 11 equity shareholders. All the equity shareholders 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 meeting of the equity shareholders of the transferor company to consider and, if thought fit, approve, with or withou .....

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ed creditor of the transferee company 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 transferee company, as on 28th February, 2015. 14. The transferor company has 14 secured 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 secured c .....

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secured debt. 15. The transferor company has 92 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 transferor company shall be held on 26th December, 2015 at 12:30 p.m. at A-11, Meerut Road Industrial Area, Ghaziabad, Uttar Pradesh. Mr.Sunil Sharma, Advocate, (Mobile No. 9811383958) is appointed as the Chairper .....

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