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In Re : Kishanpura Hotels Private Limited, Praraj Enterprises Private Limited

2017 (1) TMI 636 - DELHI HIGH COURT

Scheme of Arrangement - Held that:- In view of the foregoing and upon considering the approval accorded by the members and creditors of the Petitioner Companies to the Scheme; the affidavit filed by the Regional Director, Northern Region, Ministry, of Corporate Affairs; and the circumstance that the objection raised in the affidavit of the Regional Director has been satisfied, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to th .....

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oner/Resultant company: Mr. Rajeev K. Goel, Advocate for Petitioner Companies Ms. Aparna Mudiam, Asst. ROC for the RD JUDGMENT Siddharth Mridul, J. 1. The present Petition has been filed jointly by Kishanpura Hotels Private Limited (hereinafter referred to as Demerged Company ) and Praraj Enterprises Private Limited (hereinafter referred to as Resultant company ) under Sections 391(2), 394, and Sections 100 to 104 of the Companies Act, 1956 (hereinafter referred to as the Act ) for approval of t .....

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ct on 22.08.1988 with the Registrar of Companies, Delhi & Haryana at New Delhi. 5. The Resultant Company was incorporated under the Companies Act, 2013 on 07.10.2015 with the Registrar of Companies, Delhi & Haryana at New Delhi. 6. The authorized share capital of the Demerged Company as on 31.03.2015 is, ₹ 2,50,00,000/-, divided into 2,50,000 Equity Shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the Demerged Company is, ₹ 2,50,00,000/-, divi .....

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the Act and/or under their corresponding sections of the Companies Act, 2013. 9. It has been further stated on behalf of the Petitioner Companies that the Scheme has been approved by the respective Board of Directors (BOD) of the Petitioner Companies. Copies of the BOD resolutions dated 16.11.2015 have been filed and the same are on record. 10. The Copies of the Memorandum of Association and Articles of Association, of the Petitioner Companies, have been duly filed as Annexures to Company Appli .....

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accounts. 11. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and set out in detail in the Petition. It has been stated on behalf of the Petitioner Companies that the de-merger will enable the Demerged and Resulting Companies to decide on the financial and other resources suitable for their respective businesses; it will provide scope for independent expansion without committing the existing organization in its entirety .....

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reholders of the Resultant company. 13. Further, this Court, by way of its order dated 19.07.2016, dispensed with the convening of meetings of Shareholders and Unsecured Creditors of the Demerged Company and Shareholders of the Resultant Company. 14. Pursuant to the same, the Petitioner Companies have filed the present Petition. Notice in this Petition was issued by this Court, by way of order dated 01.08.2016. Notice in the present petition was accepted on behalf of the Regional Director (RD), .....

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cation of citations in the newspapers has been filed and the same is on record. 16. Further, in response to the notices issued in the Petition, the Regional Director, Northern Region, Ministry of Corporate Affairs, filed his affidavit dated 30.11.2016 wherein, inter alia, it has been stated that he has no objection to the sanction of the Scheme subject to the observations made in paragraph no. 8 of the said affidavit. The said paragraph has been extracted hereinbelow: That the Deponent states th .....

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may be directed to comply with the applicable provisions of the Companies Act, 2013 for increase in the Authorized capital of the Company. 17. Learned counsel appearing on behalf of the Petitioner Companies undertakes to comply with the applicable provisions under the Companies Act, 2013 for the increase in the authorized share capital of the Resultant Company. 18. In view of the foregoing, Ms. Aparna Mudiam, Assistant ROC appearing on behalf of the Regional Director, states that no further obj .....

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