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TMI Blog2017 (1) TMI 1301X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed Scheme of Arrangement and Demerger (hereinafter referred to as 'proposed scheme'). 2. The Transferor Company and the Transferee Company are hereinafter collectively referred to as 'Applicant Companies'. 3. The registered offices of the Applicant Companies are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company was incorporated on 24.06.1972 under the Act, with the Registrar of Companies, N.C.T. of Delhi and Haryana. 5. The Transferee Company was incorporated on 04.06.2015 under the Companies Act, 2013 with the Registrar of Companies, N.C.T. of Delhi and Haryana. 6. The authorized share capital of the Transferor Company, as on 15.10.2016, is Rs. 60,00,000/-, divided into 55,200 e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess and the trading business be carried out in GIL. The demerger of investment and financing business of Transferor Company to the Transferee Company would lead to a more focused business approach and efficient utilization of resources between GIL's respective business i.e. trading Business and Demerged undertaking. It will provide an opportunity to leverage assets and capital in a better way and to build stronger sustainable businesses. Moreover, the restructuring of business will enable both the business segments of GIL to pursue their respective business plans with a reorganized capital and asset base more effectively and profitably. In addition, it will also enable the group to have more focused business approach in the financial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e present application. 12. The proposed scheme has been approved by the Board of Directors of the Applicant Companies in their separate meetings held on 20.10.2016. Copies of the Resolutions passed at the Board of Directors meetings of the Applicant Companies have been placed on record. 13. The status of the shareholders and Creditors of the Applicant Companies and the consents obtained therefrom to the proposed scheme, are set out in a tabular form as hereinunder: Company No. of equity Shareholders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferor Company 7 ALL NIL N.A. 1 Consent Given Transferee Company 7 ALL NIL N.A. NIL N.A. 14. A prayer has been sought in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n view of the foregoing, 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 does not have any secured or unsecured creditors. 21. Further, a prayer has also been sought in the present application, seeking dispensation of the requirement of publishing the notices for meetings in newspapers. 22. In view of the circumstance that the requirement of convening meetings of the shareholders and creditors has been dispensed with, the requirement of publishing notices for meetings in newspapers is also dispensed with. 23. Directed accordingly. 24. The application stands allowed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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