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2016 (3) TMI 1250 - HC - Companies LawApproval of the scheme of amalgamation - Held that - The scheme has been approved by the Board of Directors (BOD) of the applicants. Copies of the BOD resolution of even date i.e. 11.01.2016 have been filed. The applicants aver that there that there are no proceedings pending against them, under Sections 235 to 251 of the Act. Consents have been obtained from the shareholders of the applicants. Consents obtained from the shareholders of the applicants, unsecured creditors of the transferor companies and of the unsecured creditors of the transferor companies and requirement to convene their meetings also dispensed with.
Issues:
Application for approval of scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956. Analysis: The judgment pertains to a joint application filed by multiple companies for the approval of a scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956. The applicants, including transferor companies and a transferee company, sought approval for the scheme. The registered office of the applicants is located in Delhi, falling within the territorial jurisdiction of the Delhi High Court. The applicants' authorized, issued, subscribed, and paid-up capital details were provided in the affidavit filed in support of the Judge's Summons, along with copies of Memorandum and Articles of Association and the latest audited annual accounts. The scheme had been approved by the Board of Directors of the applicants, with relevant resolutions filed. It was affirmed that there were no pending proceedings against the applicants under specific sections of the Act. The equity shareholders and creditors of the applicants were addressed in detail. The consent status of shareholders and unsecured creditors of each transferor company was outlined, showing that consents had been obtained from all relevant parties. Consequently, the need to convene meetings of shareholders and unsecured creditors of the transferor companies was waived due to the consents received. The judgment concluded by disposing of the joint application in the terms mentioned, indicating the approval of the scheme of amalgamation.
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