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TMI Blog2015 (8) TMI 334X X X X Extracts X X X X X X X X Extracts X X X X ..... RA, J. For the Petitioner: Mr. Karan Malhotra, 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 by the applicant/transferor companies no. 1 to 3 and the applicant/transferee company seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors and for convening of separate meetings of the secured and unsecured creditors of the applicant/transferee company to consider and approve, with or without modification, the proposed Scheme of Arrangement between Mhaya Buildcon Private Limited (hereinafter referred to as the transferor company no. 1); DLF Buildcon Private Limited (hereinafter referred to as the transferor company no. 2); DLF Telecom Limited (hereinafter referred to as the transferor company no. 3); DLF Info City Developers (Chennai) Limited (hereinafter referred to as the transferor company no. 4) and DLF Universal Limited (hereinafter referred to as the transferor company no.5) and DLF Home Developers Limited (hereinafter referred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n on 19th June, 2004. 7. The present authorized share capital of the transferor company no.1 is ₹ 2,00,000/- divided into 20,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferor company no.2 is ₹ 25,00,00,00,000/- divided into 2,50,00,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 4,02,51,00,000/- divided into 40,25,10,000 equity shares of ₹ 10/- each. 9. The present authorized share capital of the transferor company no.3 is ₹ 12,00,00,000/- divided into 1,20,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 11,15,00,000/- divided into 1,11,50,000 equity shares of ₹ 10/- each. 10. The present authorized share capital of the transferee company is ₹ 77,40,55,20,000/- divided into 3,34,94,52,000 equity shares of ₹ 10/- each aggregating to ₹ 33,49,45,20,000/-; 34,00,00,000 0.01 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erefore, upon the Scheme becoming effective, the entire share capital held by the transferee company and/or its nominee shall be extinguished and cancelled and no shares shall be issued by the transferee company. It has been further provided that the transferee company shall issue and allot equity shares to the shareholders of the transferor companies no. 2 3 in the following ratio: the transferee company shall allot 10,44,513 equity shares of ₹ 10/- each fully paid up to DLF Limited, whose name appears in the register of members of the transferor company no. 2. the transferee company shall allot 59,653 equity shares of ₹ 10/- each fully paid up to DLF Limited, whose name appears in the register of members of the transferor company no. 3. 14. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and/or under Section 206 to 229 of the Companies Act, 2013, to the extent applicable, are pending against the applicant companies. 15. The Board of Directors of the transferor companies no. 1, 2, 3 5 and the transferee company and the Board of Directors of the transferor company no. 4 in their ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . All the equity shareholders and the only preference shareholder have given their consents/no objections in writing to the proposed Scheme of Arrangement. 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 preference shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 20. The transferee company has 6 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 on 5th September, 2015 at 10:00 a.m. at Niryat Bhawan, Rao Tula Ram Marg, Opposite Army Hospital Research and Referral, New Delhi - 110057. Ms. Madhurima Mridul, Advocate, (Mobile No. 9810175151) is appointed as the Chairperson and Mr. Sunil Sharma, Advocate, (Mobile No. 9811383958) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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