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2017 (1) TMI 909 - DELHI HIGH COURT

2017 (1) TMI 909 - DELHI HIGH COURT - TMI - Scheme of Amalgamation - Held that:- The requirement of convening the meeting of the equity shareholders of the Transferor Company/Applicant to consider and, if thought fit, approve with or without modification, the proposed scheme is dispensed with. - Since there are no secured creditors of the Transferor Company/Applicant; therefore the question of dispensing with the requirement of convening a meeting of secured creditors thereof does not arise. .....

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d with.Further, a prayer has also been sought in the present application, seeking dispensation of the requirement of publishing the notices for meetings in newspapers. - CO. APPL. (M) 152/2016 - Dated:- 16-1-2017 - MR. SIDDHARTH MRIDUL J. Transferee Company/Non-Applicant Through: Mr. Kunal Sabharwal, Advocate. SIDDHARTH MRIDUL, J. 1. The present is an application filed, under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as the Act ) rea .....

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s the wholly owned subsidiary of the Transferee Company. 3. The registered offices of the Transferor Company/Applicant and the Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company/Applicant was incorporated on 19.08.2005 under the Act with the Registrar of Companies, N.C.T. of Delhi and Haryana. 5. The Transferee Company was incorporated on 14.07.1980 under the Act in the name and style of Unicare (India) .....

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00/-, divided into 11,210 Equity Shares of ₹ 10/- each fully paid. 7. The Authorised Share Capital of Transferee Company, as on 31.03.2015, is ₹ 12,00,00,000/- divided into 1,20,00,000 Equity Shares of ₹ 10/- each. The Issued, Subscribed and Paid Up Share Capital of the Transferee Company, as on 31.03.2015, is ₹ 5,21,15,600/- divided into 52,11,560 Equity Shares of ₹ 10/- each fully paid. 8. Copies of the Memorandum of Association an .....

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, 1969; or Competition Act, 2002, are pending against the Transferor Company/Applicant and the Transferee Company, as on the date of filing of the present application. 10. A copy of the proposed scheme has been filed on record and the salient features thereof have been incorporated and set out in detail in the application. It has been stated therein, that the rationale for the proposed scheme is as follows:- i. Pooling of resources and infrastructure of the entities to thei .....

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o:p> iv. Facilitating inter-transfer of resources, costs and optimum utilization of assets; v. Synchronizing of efforts to achieve uniform corporate policy; vi. Resulting into greater economies of scale, reduction in overheads and other expenses and; vii. Achieving greater efficiency in cash management of the Transferee entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and in .....

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by the Board of Directors of the Transferor Company/Applicant and the Transferee Company in their separate meetings held on 10.08.2016. Copies of the Resolutions passed at the meetings of the Board of Directors of the Transferor Company/Applicant and the Transferee Company have been placed on record. 13. A prayer has been sought in the present application, seeking dispensing with the requirement of convening meetings of the equity shareholders, secured and unsecured creditors of the .....

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