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In the matter of : Statcon Power Controls Limited, Stat Enterprises Private Limited and Statcon Energiaa Private Limited

2016 (8) TMI 1318 - DELHI HIGH COURT

Directions to dispense with the requirement of convening the meetings of their equity shareholders and secured and unsecured creditors of the amalgamating company and for convening separate meetings of the secured and unsecured creditors of the transferor and transferee companies for the proposed Scheme of Arrangement as Amalgamation - directions given with definite time, date and place - Appointment of chairpersons - rules regarding notices for convening the aforesaid meetings and incidental ex .....

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areholders and secured and unsecured creditors 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 Priva .....

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th February, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The transferee company was originally incorporated under the Companies Act, 1956 on 26th July, 1991 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Triport Electronics Private Limited. The company changed its name to Statcon Energiaa Private Limited and obtained the fresh certificate of incorporation on 26th December, 2014. 6. The present authorized .....

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₹ 20,00,000/- divided into 2,00,000 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferee company is ₹ 5,00,00,000/- divided into 5,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,82,38,700/- divided into 1,82,387 equity shares of ₹ 100/- each. 9. Copies of the Memorandum and Articles of Association of the amalgamated/transferor company, amalgamating company and the .....

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group of the transferor company viz. Mr. Manoj Pandey Group (MPG) and Mr.Manmohan Singh Saini (MSSG) entered into an Arbitration proceeding on 1st October, 2014 and a consented award was passed by the sole Arbitrator, Mr. Sunil Gupta, on 25th July, 2015, which was subsequently amended on 27th October, 2015. According to the award, the Transferred Undertaking of the amalgamated/transferor company is required to be demerged into the transferee company. It is further submitted that the proposed dem .....

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equity shares to the shareholders of the amalgamated/transferor company in the following ratio: 58 equity shares of ₹ 100/- each of the transferee company for every 100 equity shares of ₹ 10/- each held by the shareholders in the amalgamated/transferor company. It has been further provided that the amalgamated/transferor company shall issue and allot equity shares to the shareholders of the amalgamating company in the following ratio: 21 equity shares of ₹ 10/- each of the amal .....

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me 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 objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. .....

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mined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the amalgamating company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured or unsecured creditor of the amalgamating company, as on 30th March, 2016. 16. The transferee company has 03 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the .....

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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 s .....

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be held on 24th September, 2016 at 10:30 a.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032. Mr. Ankur Arora, Advocate, (Mobile No. 9811929774) is appointed as the Chairperson and Ms. Abhiti Vachher, Advocate, (Mobile No. 9999007399) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors of the amalgamated/transferor company shall be 2 in number. 19. The transferee company has 02 secured creditors and a direction i .....

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e Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors 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 .....

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the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the registered offices of the applicant companies at least 48 hours before the meetings. The Chairpersons and Alternate Chairpersons shall ensure that the prox .....

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