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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 ..... onsents/no objections in writing to proposed Scheme of Amalgamation and were found in order – Direction issued to Transferor company no.1 having 01 secured and 107 unsecured creditors, transferor company no.2 having 10 unsecured creditors and transferee company having 252 unsecured creditors, to hold their meeting to seek their approval to proposed Scheme of Amalgamation – Application stands allowed – Decided in favour of Applicants. - COMPANY APPLICATION (MAIN) NO. 116/2015 - - - Dated:- 22-7-2015 - Sudershan Kumar Misra, J. Mr. P. Nagesh, Advocate for the applicants SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 390 391 of the Companies Act, 1956 read with Rules 6 9 of the Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the Registrar of Companies, NCT of Delhi Haryana at New Delhi under the name and style of Citicom Networks Private Limited. The company changed its name to Citycom Networks Private Limited and obtained the fresh certificate of incorporation on 25th July, 2008. 6. The present authorized share capital of the transferor company no.1 is ₹ 20,00,00,000/- divided into 2,00,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 18,32,80,000/- divided into 1,83,28,000 equity shares of ₹ 10/- each. 7. The present authorized share capital of the transferor company no.2 is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng the competitive position of the combined entity 11. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio: 27 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 100 equity shares of ₹ 10/- each fully paid up held in transferor company no. 1. 151 equity shares of ₹ 10/- each of the transferee company, credited as fully paid up, for every 01 equity share of ₹ 10/- each fully paid up held in transferor company no. 2. 12. It has been submitted by the applicants t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with. There is no secured creditor of the transferor company no. 2, as on 15th March, 2015. 16. The transferee company has 02 equity shareholders and 01 debenture holder. Both the equity shareholders and the only debenture holder 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 debenture holder 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 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unsecured creditors of the transferor company no. 1 shall be 25 in number and more than 25% in value of the total unsecured debt. 19. The transferor company no. 2 has 10 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 aforesaid, the meeting of the unsecured creditors of the transferor company no. 2 shall be held on 21st August, 2015 at 4:30 p.m. at Lecture Room II (Basement), India International Centre (IIC), 40 Max Mueller Marg, New Delhi 110003. Mr. Rajeev Sharma, Advocate, (Mobile No. 9810104886) is appointed as the Chairperson and Mr. Sameer Sharma, Advocate, (Mobile No. 9213857751) is appointed a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fices of the applicant companies at least 48 hours before the meeting. The Chairpersons and Alternate Chairpersons shall ensure that the proxy registers are properly maintained. 22. The Chairpersons and Alternate Chairpersons shall ensure that notices for convening 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, along with copies of the Scheme of Amalgamation and the statement under Section 393 of the Companies Act, 1956, shall be sent to the secured and unsecured creditors of the transferor company no. 1 and unsecured creditors of the transferor company no. 2 and the transferee company by ordinary post at the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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