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2017 (1) TMI 908 - DELHI HIGH COURT

2017 (1) TMI 908 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - convening of meetings - Held that:- The requirement of convening meetings of the equity and preference shareholders of the Transferor Company to consider and if thought fit, approve, with or without modification, the proposed scheme, is dispensed with. - The Transferor Company has 02 unsecured creditors. 01 out of the two unsecured creditors has given its written consent/NOC to the proposed scheme. - The second creditor .....

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mpany does not arise. - CO. APPL. (M) 161/2016 - Dated:- 16-1-2017 - SIDDHARTH MRIDUL, J. Mr. Manik Dogra, Advocate with Mr. Siddharth Das, Advocate MR. SIDDHARTH MRIDUL CO. APPL. 4702/2016 (Exemption) Exemption granted, subject to all just exemptions. The application is disposed of accordingly. CO. APPL. (M) 161/2016 1. The present is an application filed jointly, under Sections 391 & 394 of the Companies Act, 1956 (hereinafter referred to as the Act ) read with Rules 6 & 9 of the Compa .....

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tered office of the Transferee Company is situated at Mumbai, outside the jurisdiction of this Court. An affidavit has been filed on behalf of the Transferee Company to the effect that the Transferee Company has instituted a separate application before the Hon ble High Court of Judicature at Bombay seeking dispensation of the requirement of convening meetings of shareholders and unsecured creditors of the Transferee Company. 4. A copy of the proposed scheme has been enclosed along with the appli .....

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08.2008; to THI Trading and Intermediaries Pvt. Ltd on 28.04.2009; to Presidio Intermediaries and Trading Private Limited on 24.08.2010. Subsequently, the Transferor Company changed its name to its present name and obtained a fresh certificate of incorporation dated 15.06.2015, in this behalf, from the Registrar of Companies, N.C.T. of Delhi and Haryana. 6. The authorized share capital of the Transferor Company, as on 31.03.2016, is ₹ 20,06,900/- divided into 10,000 equity shares of ₹ .....

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report of the auditors, has also been filed and the same is on record. 8. It has been stated in the present application that no proceedings under Sections 235 to 251 of the Act (or the corresponding provisions of the Companies Act, 2013) are pending against the Transferor Company. 9. The Board of Directors of the Transferor Company in its meeting held on 17.10.2016 has unanimously approved the proposed scheme. Copy of the Resolution passed at the meeting of the Board of Directors of the Transfe .....

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out of the aforesaid share exchange process, if any, will be rounded off to nearest whole number. 11. The status of the equity shareholders, preference shareholders and unsecured creditors of the Transferor Company and the consents obtained therefrom to the proposed scheme has been set out in a table forming part of the present application, which reads as hereinunder: Company No. of Equity Shareholders No. of Preference Shareholders No. Secured Creditors No. of Unsecured Creditors Transferor Co .....

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