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TMI Blog2017 (2) TMI 1131X X X X Extracts X X X X X X X X Extracts X X X X ..... rections of this Court to dispense with the requirement of convening and holding meetings of equity shareholders, secured creditors and unsecured creditors of each of the Applicant Companies; and preference shareholders of Applicant Company-V, to consider, and if thought fit, approve, with or without modification, the proposed composite scheme of Arrangement (hereinafter referred to as 'proposed scheme') amongst the Applicant Companies. 2. The registered offices of all the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. 3. Applicant Company-I was duly incorporated under the provisions of the Act vide certificate of incorporation dated 08.02.1999 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. 4. The authorized share capital of Applicant Company-I, as on 31.03.2016, is Rs. 50,00,000/- divided into 50,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of Applicant Company-I, as on 31.03.2016, is Rs. 35,00,000/-, divided into 35,000 equity shares of Rs. 100/each. 5. Applicant Company-II was duly incorporated under the provisions of the Act vide certificate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertificate dated 28.12.2012, consequent upon change of name, was issued in this behalf. 12. The authorized share capital of Applicant Company-V, as on 31.03.2016, is Rs. 5,00,000/- divided into 4,00,000 equity shares of Rs. 1/- each; and 1,00,000 3% Cumulative Compulsorily Convertible Preference Shares of Re.1/- each. The issued, subscribed and paid-up share capital of Applicant Company-V, as on 31.03.2016, is Rs. 2,13,616/- divided into 1,17,536 equity shares of Re.1/each; and 96,080 3% Cumulative Compulsorily Convertible Preference Shares of Re.1/- each. 13. Copies of the Memorandum of Association and Articles of Association of the Applicant Companies have been filed on record. The audited balance sheets as on 31.03.2016, pertaining to the Applicant Companies, alongwith the reports of the auditors have also been filed and the same are on record. 14. It has been stated by the Applicant Companies that there are no proceedings pending under Sections 245, 247 and 250A (to the extent not repealed) of the Act, and Sections 210, 214, 215, 216, 217, 219, 220, 223, 224, 225, 227 and Section 228 (to the extent applicable) of the Companies Act, 2013 against the Applicant Companies. 15. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y-II and Transferor Company-III with and into Transferee Company will result in simplifying the ownership as also improve key financial ratios of the Transferee Company and will enable it to present a healthier balance sheet. * Consolidation of the businesses and assets of the Transferor Company-I, Transferor Company-II. Transferor CompanyIII and the Transferee Company would help the Companies in saving various administrative, managerial and other costs and improving organizational efficiency. 17. So far as the share exchange ratio is concerned, the Resulting Company/Applicant Company-IV shall issue its equity shares to the equity shareholders of the Demerged Company/Applicant Company-I, as consideration for the transfer and vesting of the said Demerged Undertaking in the Resulting Company/Applicant Company-IV, in the following manner: "10,000 equity shares of Rs. 10/- each fully paid-up of the Resulting Company/Applicant Company-IV aggregating to Rs. 1,00,000 to the equity shareholders of the Demerged Company/Applicant Company-I in proportion of their respective shareholding, whose name appear in the Register of Members of the Demerged Company/Applicant Company-I as on th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on, the proposed scheme is dispensed with. 22. Applicant Company-II has 3 equity shareholders. All the equity shareholders of the Applicant Company-II have given their written consents/NOCs to the proposed scheme. Their written consents/NOCs have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the Applicant Company-II to consider and if thought fit approve, with or without modification, the proposed scheme is dispensed with. 23. Applicant Company-II does not have any secured creditors, therefore the question of requirement of convening a meeting thereof does not arise. 24. Applicant Company-II, as on 01.08.2016, has 9 unsecured creditors. Out of the 9 unsecured creditors of the Applicant Company-II, 7 unsecured creditors of the Applicant Company-II have given their written consents/NOCs to the proposed scheme. The written consents/NOCs have been placed on record. They have been examined and found in order. As regards the remaining 2 unsecured creditors, the consents of whom have not been obtained, the Applicant Company-II has placed on record a certificate issued by M/s. AA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Applicant Company-IV does not have any secured creditors, therefore the question of requirement of convening a meeting thereof does not arise. 30. Applicant Company-IV has only 1 unsecured creditor. The said unsecured creditor of the Applicant Company-IV has given its written consent/NOC to the proposed scheme. The written consent/NOC has been placed on record. It has been examined and found in order. In view thereof, the requirement of convening the meeting of the unsecured creditor of the Applicant Company-IV to consider and if thought fit, approve, with or without modification, the proposed scheme is dispensed with. 31. Applicant Company-V has 5 equity shareholders. All the equity shareholders of Applicant Company-V have given their written consents/NOCs to the proposed scheme. Their written consents/NOCs have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of Applicant Company-V to consider and if thought fit approve, with or without modification, the proposed scheme is dispensed with. 32. Applicant Company-V has 1 preference shareholder. The said preference shareholder o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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