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TMI Blog2016 (8) TMI 1318X X X X Extracts X X X X X X X X Extracts X X X X ..... ors of the amalgamating company and for convening separate meetings of the secured and unsecured creditors of the transferor and transferee companies to consider and approve, with or without modification, the proposed Scheme of Arrangement between Statcon Power Controls Limited (hereinafter referred to as the amalgamated/transferor company); Stat Enterprises Private Limited (hereinafter referred to as the amalgamating company) and Statcon Energiaa Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the amalgamated/transferor company, amalgamating company and the transferee company are situated at New Delhi, within the jurisdiction of this Court. 3. The amalgamated/transferor company was incorp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity shares of Rs. 100/- each. 9. Copies of the Memorandum and Articles of Association of the amalgamated/transferor company, amalgamating company and the transferee company have been filed on record. The audited balance sheets, as on 31st March, 2015, of the amalgamated/transferor company, amalgamating company and the transferee company, along with the report of the auditors, have also been filed. 10. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is submitted by the applicants that the two shareholders group of the transferor company viz. Mr. Manoj Pandey Group (MPG) and Mr.Manmohan Singh Saini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders in the amalgamating company." 12. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 13. The Board of Directors of the amalgamated/transferor company, amalgamating company and the transferee company in their separate meetings held on 1st March, 2016 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the amalgamated/transferor company, amalgamating company and the transferee company have also been placed on record. 14. The amalgamated/transferor company has 22 equity shareholders. All the equity shareholders have given their consents/no ob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Arrangement is dispensed with. 17. The amalgamated/transferor company has 172 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the amalgamated/transferor company shall be held on 24th September, 2016 at 12:30 p.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032. Mr. Sandeep Dhingra, Advocate, (Mobile No. 9811228677) is appointed as the Chairperson and Ms. Tina Mago, Advocate, (Mobile No. 9999443522) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the amalgamated/tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reditors of the transferee company shall be 2 in number. 20. The transferee company has 138 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferee company shall be held on 24th September, 2016 at 2:30 p.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032. Mr. Akhil Mittal, Advocate, (Mobile No. 9891180590) is appointed as the Chairperson and Mr. Jaideep Tandan, Advocate, (Mobile No. 9810070237) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the transferee c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies (Court) Rules, 1959 at least 21 days before the date appointed for the meetings. 23. The Chairpersons and Alternate Chairpersons will be at liberty to issue suitable directions to the management of the applicant companies so that the aforesaid meetings of the secured and unsecured creditor of the amalgamated/transferor company and the transferee company are conducted in a just, free and fair manner. 24. The fee of the Chairpersons and the Alternate Chairpersons for the aforesaid meetings shall be Rs. 50,000/- each in addition to meeting their incidental expenses. The Chairpersons will file their reports within two weeks from the date of holding of the aforesaid meetings. 25. The application stands allowed in the aforesaid terms ..... X X X X Extracts X X X X X X X X Extracts X X X X
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