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2017 (1) TMI 1268 - DELHI HIGH COURT

2017 (1) TMI 1268 - DELHI HIGH COURT - TMI - Scheme of amalgamation and arrangement - requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of the Transferor Company and Transferee Company - Held that:- The proposed Scheme has been approved by the respective Board of Directors of the Applicant Companies, in their separate meetings held on 31.03.2016. Copies of the Resolutions passed at the meetings of the Board of Directors of the Applicant C .....

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without modification, the proposed scheme is dispensed with. - The Transferor Company does not have any secured creditors and therefore, the question of convening their meeting, does not arise. - The Transferor Company has 03 (three) unsecured creditors and all of them have given their written consents/NOCs to the implementation of the proposed Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. - In view of the foregoin .....

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the foregoing, the requirement of convening the 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. - CO. APPL. (M) 130/2016 - Dated:- 24-1-2017 - MR SIDDHARTH MRIDUL J. Applicant/ Transferee Company Through: Mr. Manoj Kumar Garg, Advocate for the Applicants. SIDDHARTH MRIDUL, J. 1. The present application has been filed jointly, under Sections .....

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and Transferee Company, to consider and if thought fit, approve, with or without modification, the proposed scheme of amalgamation and arrangement of the Transferor Company with the Transferee Company (hereinafter referred to as the Scheme ). 2. The Transferor Company and Transferee Company are hereinafter collectively, referred to as Applicant Companies . 3. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, withi .....

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Transferor Company, as on 31.03.2015, is ₹ 10,00,000/-, divided into 1,00,000 Equity Shares of ₹ 10/- each. The issued, subscribed and paid up share capital of the Transferor Company, as on 31.03.2015, is ₹ 10,00,000/-, divided into 1,00,000 Equity Shares of ₹ 10/- each. 7. The Authorized Share Capital of the Transferee Company as on 31.03.2015 is ₹ 30,00,000/-, divided into 3,00,000 Equity Shares of ₹ 10/- each. The issued, subscribed and paid up .....

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Applicant Companies that there are no proceedings under Sections 235 to 251 of the Act (or under corresponding Sections of the Companies Act, 2013) pending against any of the Applicant Companies 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 of the Scheme have been incorporated and set out in detail in the application and in the affidavit in support of the summons for directions under section 391 .....

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e the consolidated company better finances, facilitate adequate resource mobilization to sustain growth; b) Strengthening and consolidating the position of the Transferee Company and enabling it post-merger to participate more vigorously and profitably in an increasingly competitive and liberalized market; c) Enabling better leverage of facilities, infrastructure and human resources and for better administration; d) Enabling the amalgamated entity to raise funds .....

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f various resources. 11. So far as Share Exchange Ratio is concerned, the Scheme provides that, upon coming into effect of this scheme, the Transferee Company shall issue and allot equity shares to the Shareholders of the Transferor Company in the following ratio: Two (2) Equity Shares of ₹ 10/- each of Mair Securities Private Limited/Transferee Company shall be allotted for every one (1) Equity Share of ₹ 10/- each of ALA Financial Advisors Private Limited/Tra .....

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mentation of the proposed Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. 14. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of the Transferor Company to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. 15. The Transferor Company does not have any secured creditors and therefore, the question of conveni .....

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