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2016 (5) TMI 823 - PUNJAB AND HARYANA HIGH COURT

2016 (5) TMI 823 - PUNJAB AND HARYANA HIGH COURT - TMI - Demerger - seeking dispensation of the convening of meetings of their Equity Shareholders and Creditors for sanctioning of the Scheme of Demerger - Held that:- There are 3 (three) Equity Shareholders of the Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-4 (Colly). Out of the three, two Equity Shar .....

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d Annexure P-5 (Colly).

The Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) has only 1 (One) Secured Creditor as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-6 (Colly) and the said Secured Creditor has given its consent to the Scheme, which is annexed with the aforesaid Annexure P-6 (Colly).

The Sun-N-Shade Production Private Limited (Applicant/Resultant Company) has 2 (two) Shar .....

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Chartered Accountants vide certificates annexed at Annexure P-11 (Colly) and P-12 (Colly), respectively. Keeping in view of the matter, reasons stated above, and the consent to the Scheme given by the majority of Shareholders of the applicant/Demerged company constituting 95.42% of the total Shareholdings, there is no reason to decline the prayer of the applicant/Demerged company to dispense with the convening of their meeting and as such convening of the meeting of Equity Shareholders of the ap .....

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etitioner : Mr.Anand Chhibbar, Sr. Advocate, with Mr.Ranjit Chawla, Advocate, RAKESH KUMAR JAIN, J. This petition is filed under Sections 391 to 394 of the Companies Act, 1956 [for short the Act ], duly supported by affidavits of Demerged Company and Resultant Company, seeking dispensation of the convening of meetings of their Equity Shareholders and Creditors for sanctioning of the Scheme of Demerger (Annexure P-14) [for short the Scheme ] vide which Demerged Undertaking of Sun-N-Shade Sunvisor .....

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pective Memorandum and Articles of Association, which are attached as Annexures P-1 and P-7, respectively. The Board of Directors of Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) and Sun-N-Shade Production Private Limited (Applicant/Resultant Company) have approved the Scheme in their respective meetings held on 08.12.2015/12.12.2015 vide Resolutions attached as Annexures P-3 (Colly) and P-9 (Colly), respectively. The authorised share capital of the Sun-N-Shade Sunvisors Pri .....

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subscribed and paid up Share Capital of the Company is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each. There are 3 (three) Equity Shareholders of the Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-4 (Colly). Out of the three, two Equity Shareholders holding 95.42% of shares have given their consent/NOC to the Scheme, whic .....

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