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Issues involved: Application u/s 391 and 394 of the Companies Act, 1956 for Scheme of Arrangement between Transferee company and Demerged company.
Details of the Judgment: 1. The application was filed by the Transferee company under Sections 391 and 394 of the Companies Act, 1956 for a Scheme of Arrangement involving it and the Demerged company. 2. The Transferee company is located in New Delhi, within the jurisdiction of the Delhi High Court, while the Demerged company is situated in Hyderabad, outside the court's jurisdiction. 3. The application provided details of the Transferee company and Demerged company, including their authorized, issued, subscribed, and paid-up capital. 4. Copies of the Memorandum and Articles of Association, along with the latest audited Annual Balance Sheets for the year ended 31st March, 2012, were enclosed with the application. 5. It was confirmed that no proceedings under Sections 235 to 251 of the Companies Act were pending against the Transferee company. 6. The proposed Scheme had been approved by the Board of Directors of both the Transferee and Demerged companies, with copies of the Board Resolutions submitted with the application. 7. Details of the equity shareholders, preference shareholders, secured and unsecured creditors of the Transferee company were provided, along with consents obtained from them for the proposed scheme. 8. A prayer was made for dispensation of the requirement of convening meetings of equity shareholders, preference shareholders, and secured creditors of the Transferee company, and for directions for convening the meeting of unsecured creditors. 9. Meeting of equity shareholders of the Transferee company was dispensed with as 80% in number and 93.95% in value had given their consent to the Scheme. 10. The requirement of convening meetings of preference shareholders and secured creditors of the Transferee company was dispensed with due to written consents/NOC provided. 11. A meeting of the unsecured creditors of the Transferee company was directed to be held on a specified date and venue, with appointed Chairperson and Alternate Chairperson. 12. The Transferee company was directed to publish advance notices of the meeting in specified newspapers at least 21 days before the scheduled date. 13. Individual notices for the proposed meeting of unsecured creditors were to be sent by ordinary post at least 21 days in advance. 14. Quorum for the meeting of unsecured creditors was fixed, with provisions for adjournment and determination of proper Quorum. 15. Voting by proxies was permitted subject to prescribed form and timely filing with the Transferee company. 16. The Chairperson/Alternate Chairperson were required to file their reports within seven days of the respective meeting. 17. The application was allowed in the terms specified, with an order for dasti.
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