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2015 (8) TMI 286

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..... Application stands allowed – Decided in favour of applicants - COMPANY APPLICATION (MAIN) NO. 115/2015 - - - Dated:- 21-7-2015 - SUDERSHAN KUMAR MISRA, J. For the Petitioner : Mr. Rajeev K. Goel, Advocate For the Respondent : None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Section 391(1) of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement between Legend Travels Private Limited (hereinafter referred to as the demerged company) and Le .....

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..... resulting company no.2 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 9. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the demerged company has also been filed. It has been submitted by the applicants that since the resulting companies no. 1 2 have been incorporated only recently, therefore, no accounts have been prepared for the resulting companies no. 1 2. 10. A copy of the Scheme of Arrangement has been placed on record and the .....

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..... submitted by the applicants that no proceedings under Sections 235 and 251 of the Companies Act, 1956 are pending against the applicant companies. 13. The Board of Directors of the demerged company and resulting companies no. 1 2 in their separate meetings held on 30th April, 2015 and 9th May, 2015 respectively have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record. 14. The demerged company has 03 equity shareholders, 01 secured creditor and 09 unsecured creditors. All the equity shareholders, the only secured creditor and all the unsecured creditors have given their consents/no objec .....

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