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TMI Blog2015 (8) TMI 484X X X X Extracts X X X X X X X X Extracts X X X X ..... the transferee company and the secured creditors of the transferor company no. 2 and the transferee company and for convening of separate meetings of the secured and unsecured creditors of the transferor company no. 1 and the unsecured creditors of the transferor company no. 2 and the transferee company to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Ubico Networks Private Limited (hereinafter referred to as the transferor company no. 1) and Spectranet IT Services Private Limited (hereinafter referred to as the transferor company no. 2) with Citycom Networks Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 23,95,20,000/- divided into 2,39,52,000 equity shares of Rs. 10/- each. 9. 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, along with the reports of the auditors, and the provisional balance sheets, as on 15th March, 2015, of the transferor and transferee companies have also been filed. 10. 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 and the accompanying affidavit. It is submitted by the applican ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 14. The transferor company no. 1 has 03 equity shareholders. All the equity shareholders 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 meeting of the equity shareholders of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. 15. The transferor company no. 2 has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed creditor of the transferor company no. 1 shall be held on 21st August, 2015 at 12:00 noon at Lecture Room - II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New Delhi - 110003. Mr. R. P. Jain, Advocate, (Mobile No. 9910390950) is appointed as the Chairperson and Ms.Tanya Khanna, Advocate, (Mobile No. 9650313588) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditor of the transferor company no. 1 shall be 01 in number. 18. The transferor company no. 1 has 107 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Amalgamation. Considering the facts and circumstances afor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Amalgamation. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferee company shall be held on 21st August, 2015 at 2:30 p.m. at Lecture Room - II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New Delhi - 110003. Mr. Rajeev Bansal, Advocate, (Mobile No. 9810114141) is appointed as the Chairperson and Mr. Ranjan Roy, Advocate, (Mobile No. 9810157399) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the transferee company shall be 50 in number and more than 25% in value of the total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ress" (English) and "Jansatta" (Hindi) editions in terms of the Companies (Court) Rules, 1959 at least 21 days before the date appointed for the meetings. 23. The Chairpersons and Alternate Chairpersons will be at liberty to issue suitable directions to the management of the applicant companies so that the aforesaid meetings of the secured and unsecured creditors of the transferor company no. 1 and unsecured creditors of the transferor company no. 2 and the transferee company are conducted in a just, free and fair manner. 24. The fee of the Chairpersons and the Alternate Chairpersons for the aforesaid meetings shall be Rs. 50,000/- each in addition to meeting their incidental expenses. The Chairpersons will file their report ..... X X X X Extracts X X X X X X X X Extracts X X X X
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