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2008 (3) TMI 479

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..... espective shareholders of the each company, thus it is just and appropriate to dispense with convening the meeting of the equity shareholders to consider the scheme of arrangement. The applicant/transferor-company has no secured creditors and applicant/Transferee-company has 7 secured creditors. Thus, it is just and appropriate to dispense with convening the meeting of the secured creditors of the each company to consider the scheme of arrangement. The applicant/Transferor-company has 213 unsecured creditors in all. The applicant has sought the holding of the meeting of its unsecured creditors for considering and if thought fit approving the scheme. Considering the facts and circumstances, the meeting of the unsecured creditors of the Trans .....

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..... d on record. 5. The Transferor-company and Transferee-company have also filed the scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application. 6. The applicant companies have stated that no proceedings under sections 235 to 251 of the Act are pending against the Transferor-company and Transferee-company. 7. The Applicant/Transferor-company was incorporated on 11-12-2000 and the authorized share capital of the Transferor-company is Rs. 450 crores divided into 45 crore equity shares of Rs. 10 each. The issued, subscribed and paid up share capital of the applicant/Transferor-company is Rs. 100,00,00,700 divided into 10,00,00,070 equity shares of Rs. 10 each. 8. The Applicant/Transf .....

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..... ing of the secured creditors of the transferor-company to consider the scheme of arrangement. 12. The applicant/Transferee-company has 7 secured creditors. All the secured creditors of the applicant/transferee-company have given their consent in writing to the scheme of amalgamation, which have been filed on record. Since the consents to the scheme of amalgamation have been filed on behalf of the respective secured creditors of the applicant/transferee-company, thus it is just and appropriate to dispense with convening the meeting of the secured creditors of the transferee-company to consider the scheme of arrangement. 13. The applicant/Transferor-company has 213 unsecured creditors in all. The applicant has sought the holding of the meet .....

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..... ntal expenses. The Chairpersons appointed by this Court shall file their report within two weeks from the date of holding of the meeting. The Alternate Chairperson shall also attend the meeting and assist the Chairperson in conducting the meeting and in filing the report. 15. The applicant/Transferee-company has 16841 unsecured creditors in all. The applicant has sought the holding of the meeting of its unsecured creditors for considering and if thought fit approving the scheme. Consid-ering the facts and circumstances, the meeting of the unsecured creditors of the Transferee-company, be held on 19-4-2008 at 2.00 pm, at Mother Dairy, Patparganj, Delhi-110092. I appoint Mr. Arun Kishore, Chartered Accountant Mobile No. 9811117590 as the Cha .....

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..... es at least 21 days before the date appointed for meeting, in their presence or in the presence of their authorized representatives. The notice shall also be published in newspapers 'Statesman' (English edition) and 'Amar Ujala' (Hindi edition) in terms of the Companies (Court) Rules, 1959, at least 21 days before the day appointed for the meeting. The notice should state that the copies of the proposed scheme of arrangement and amalgamation, the proxy forms and the statement under section 393 of the Companies Act, 1956 can be obtained free of charge from the registered office of the applicant company. 16. Reconsidering the extremely large number of unsecured creditors of the Transferee-company, the fees of the Chairperson for the meeting .....

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