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In Re: Axiom Commodeal Private Limited, Axiom Commodeal Private Limited, Cartel Finance & Investments Private Limited

2017 (1) TMI 1013 - DELHI HIGH COURT

Scheme of Amalgamation - requirement of convening meeting - Held that:- The requirement of convening meeting of the equity shareholders of the Transferee Company to consider and, if thought fit, approve, with or without modification the proposed scheme is dispensed with. - The Transferee Company has 09 unsecured creditors. All the unsecured creditors have given their written consents/NOCís to the proposed scheme and the same have been placed on record. The said written consents/NOCís have be .....

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uestion of convening meetings thereof does not arise. - Further, a prayer has been sought in the present application for dispensing with the requirement of issuance and publication of notices of the meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, in the newspapers. - In view of the circumstance that the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, is dispensed with; the r .....

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Daniel Tradex Limited (hereinafter referred to as Transferor Company No.2 ) with Cartel Finance & Investments Private Limited (hereinafter referred to as Transferee Company ), in connection with the Scheme of Amalgamation (hereinafter referred to as proposed scheme ) between Transferor Company No.1, Transferor Company No.2 and Transferee Company. 2. The Transferor Companies and the Transferee Company are hereinafter, collectively referred to as Applicant Companies . 3. The Registered Offices .....

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nder the Act vide certificate of incorporation dated 09.09.2011 issued by the Registrar of Companies, West Bengal. Subsequently, the Registered office of Transferor Company No.2 was transferred to N.C.T. of Delhi and a fresh certificate in this behalf was issued on 16.09.2014. 6. The Transferee Company was incorporated under the Act, vide certificate of incorporation dated 18.06.1992, issued by the Registrar of Companies, N.C.T. of Delhi & Haryana at New Delhi. 7. The Authorised Share Capita .....

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Subscribed and Paid Up Share Capital of the Transferor Company No.2, as on 31.03.2015, is ₹ 5,00,000/-, divided into 50,000 equity shares of ₹ 10/- each fully paid-up. The share application money pending allotment, as on 31.03.2015, is ₹ 30,00,000/-. 9. The Authorised Share Capital of the Transferee Company, as on 31.03.2015, is ₹ 50,00,000/-, divided into 5,00,000 Equity Shares of ₹ 10/each. The Issued, Subscribed and Paid Up Share Capital of the Transferee Compan .....

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g to economies of scale and reduction of overheads. It has been further stated that with enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and strength to meet requirements for further growth of business activities. It has been also stated that the proposed scheme would be advantageous to combine the activities of the Transferor Companies and the Transferee Company into a single Company for the benefit for all the Applicant Companies, their .....

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ements pertaining to the Applicant Companies for the period ended on 31.03.2015, along with the respective Auditors Reports, have also been enclosed with the present application. The same are on record. 13. It has been stated on behalf of the Applicant Companies that no proceedings under Sections 235 to 251 of the Act or under corresponding provisions of the Companies Act, 2013 are pending against the Applicant Companies, as on the date of filing of the present application. 14. The proposed sche .....

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Creditors Consents No. of Unsecured Creditors Consents Transferor Company No.1 7 All NIL N.A. 1 All Transferor Company No.2 7 All NIL N.A. NIL N.A. Transferee Company 15 All NIL N.A. 9 All 16. A prayer has been sought in the present Application for dispensation of the requirement of convening meetings of the Equity Shareholder, Secured and Unsecured Creditors of each of the Applicant Companies. 17. The Transferor Company No.1 has 07 equity shareholders. All the equity shareholders have given th .....

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n consent/NOC to the proposed scheme and the same has been placed on record. The said written consent/NOC has been examined and found in order. 20. In view of the foregoing, the requirement of convening meeting of the unsecured creditor of the Transferor Company No.1 to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. 21. The Transferor Company No.2 has 07 equity shareholders. All the equity shareholders have given their written consents .....

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