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TMI Blog2015 (8) TMI 137X X X X Extracts X X X X X X X X Extracts X X X X ..... n order – Direction issued upon Transferor company having 03 unsecured and Transferee company having 04 secured and 04 unsecured creditors to hold meeting to seek their approval to proposed Scheme – Application stands allowed – Decided in favour of applicants. - COMPANY APPLICATION (MAIN) NO. 123/2015 - - - Dated:- 27-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner: Mr. Amar Gupta Mr. Divyam Aggarwal, Advocate For the Respondent: None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cial Credit Limited and obtained the fresh certificate of incorporation on 12th March, 2015. 5. The present authorized share capital of the transferor company is ₹ 11,00,00,000/- divided into 1,10,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,94,20,960/- divided into 1,09,42,096 equity shares of ₹ 10/- each. 6. The present authorized share capital of the transferee company is ₹ 30,00,00,000/- divided into 3,00,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 23,95,20,000/- divided into 2,39,52,000 equity shares of ₹ 10/- each. 7. Copies of the Memorandum and Arti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies Act, 1956 and/or other applicable provisions of the Companies Act, 2013 are pending against the applicant companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 16th April, 2015 have unanimously approved the proposed Scheme of Arrangement. 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 Arrangement. Their consents/no objections have been placed on record. They ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Quorum of the meeting of the unsecured creditors of the transferor company shall be 02 in number and more than 25% in value of the total unsecured debt. 15. The transferee company has 04 secured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the secured creditors of the transferee company shall be held 28th August, 2015 at 10:30 a.m. at Claridges Hotel, New Delhi. Mr. Subhiksh Vasudev, Advocate, (Mobile No. 9810710871) is appointed as the Chairperson and Mr. Varun Jamwal, Advocate, (Mobile No. 8860878830) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e properly maintained. 18. The Chairpersons and Alternate Chairpersons shall ensure that notices for convening the aforesaid meetings of the unsecured creditors of the transferor company and secured and unsecured creditors of the transferee company, along with copies of the Scheme of Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the unsecured creditors of the transferor company and secured and unsecured creditors of the transferee company by ordinary post at their registered or last known addresses at least 21 days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives. Notice of the meetings shall also be published in the Delhi e ..... X X X X Extracts X X X X X X X X Extracts X X X X
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