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TMI Blog2015 (5) TMI 404X X X X Extracts X X X X X X X X Extracts X X X X ..... ation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and secured creditor of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. The unsecured creditors of the transferor company are running creditors who are paid-off in the normal course of the business of the company. A perusal of the audited balance sheet of the transferor company, as on 31st March, 2014, reveals that the company has reserves and surplus of ₹ 10,88,10,171/-. As per the certificate issued by M/s. Pawan Shubham & Co., Chartered A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditors of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferee company, as on 15th December, 2014. - Requirement to call meeting of shareholders, secured & unsecured creditors dispensed with. - COMPANY APPLICATION (MAIN) NO. 27/2015 - - - Dated:- 17-3-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Satwinder Singh and Mr.N.P.S. Chawla Sudershan Kumar Misra, J. 1. This joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... present authorized share capital of the transferee company is ₹ 2,50,00,000/- divided into 25,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 1,80,00,000/- divided into 18,00,000 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The transferor company has 07 equity shareholders and 01 secured creditor. All the equity shareholders and the only secured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and secured creditor of the transferor company to consider and, if thought fit, approve, with or without modificat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the requirement of convening and holding the meeting of the unsecured creditors of the transferor company may kindly be dispensed with. 14. In support of his submissions, learned counsel placed reliance on the judgment of this court in the matter of HCL Comnet Systems Services Limited Anr. [CA (M) 187/2012]; and O.C. Denims and Special Finishes Limited Anr. [CA (M) 86/2013] wherein this court, under similar circumstances, has dispensed with the requirement of convening and holding the meetings of the creditors of the applicant companies. 15. The unsecured creditors of the transferor company are running creditors who are paid-off in the normal course of the business of the company. A perusal of the audited balance sheet of t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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