2015 (8) TMI 527

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..... me of Arrangement between R. C. Sood & Co. Private Limited (hereinafter referred to as the demerged company) and J. R. Sood & Co. Private Limited (hereinafter referred to as the resulting company). 2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.   3. The demerged company was originally incorporated under the Indian Companies Act, 1913 on 20th January, 1954 under the name and style of R. C. Sood & Co. Limited. The company changed its name to R.C. Sood & Co. Private Limited and obtained the fresh certificate of incorporation from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi 18th July, 2000.   4. The resulting company was origina .....

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..... demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st December, 2014, of the demerged and resulting companies have also been filed. 8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is submitted by the applicants that the resulting company is a wholly owned subsidiary of the demerged company and that the Scheme of Arrangement, inter-alia, provides that the Demerged Undertaking of the demerged company shall stand merged into the resulting company. It is claimed that the proposed demerger will provide clear management focus in as much as each company will .....

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..... unsecured debt 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, secured and unsecured creditors of the demerged company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 13. The resulting company has 02 equity shareholders & 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been place .....

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