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2012 (10) TMI 193

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..... ompany). 2 The registered offices of the Demerged Company and the Resulting Company are situated at New Delhi, within the jurisdiction of this Court. 3 The Demerged Company was incorporated under the Companies Act, 1956 on 20th October, 1982 with the Registrar of Companies, Delhi Haryana at New Delhi. 4. The Resulting Company was incorporated under the Companies Act, 1956 on 6th October, 1986 with the Registrar of Companies, Delhi and Haryana at New Delhi. 5. The present Authorized Share Capital of the Demerged Company is Rs.1,00,00,000/- (Rupees One Crore only) divided into 1,00,000 (one lac) Nos. of Equity Shares of Rs.100/- (Rupees One Hundred only) each and the issued, subscribed and paid-up share capital of the Company is Rs.42,76, .....

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..... ol. It is claimed that the proposed Scheme will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to affect internal economies and optimize productivity. It is further claimed that the proposed Scheme will contribute in fulfilling and furthering the objects of the Demerged and Resulting Companies. It will also strengthen, consolidate and stabilize the businesses of these Companies and will facilitate further expansion and growth of their businesses. It is also claimed that both the Demerged Company and Resulting Company will be able to participate more vigor .....

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..... red and Unsecured creditors of the Demerged Company and the Resulting Company. Vide orders dated 2nd March 2012, the meetings of Shareholders of the Demerged Company and the Resulting Company were held on 7th April, 2012 to consider and approve, the proposed Scheme of Arrangement (Demerger). The resolution approving the Scheme of Arrangement (Demerger) was approved by the Shareholders of both the Demerged and Resulting Companies and the report of both the Demerged and Resulting Companies and the report of the chairman of the meetings have been placed on record. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 25th May, 2012, notice in the petition was di .....

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..... ector, Mr. Ashwani Khurana, filed a reply on September 29, 2012 stating that there was a typing error in the valuation report submitted to the office of Regional Director, N.R. and the present authorized share capital of the resulting company is adequate and sufficient to allot equity shares to the shareholders of the demerged company. He further states that the petitioner company has not been done any wrong; nor is the purpose of the demerger to destroy evidence of any nature. He undertakes to cooperate in investigation, if any, ordered against the company. That para 11.1 of the Scheme further states for the continuance of any legal proceedings against the demerged company and/or resulting company, as the case may be the effective date wil .....

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