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TMI Blog2017 (1) TMI 1268X X X X Extracts X X X X X X X X Extracts X X X X ..... to the implementation of the proposed Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of the Transferor Company to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. The Transferor Company does not have any secured creditors and therefore, the question of convening their meeting, does not arise. The Transferor Company has 03 (three) unsecured creditors and all of them have given their written consents/NOCs to the implementation of the proposed Scheme. The said written consents/NOCs have been placed on record. The s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors and unsecured creditors of the Transferor Company and Transferee Company, to consider and if thought fit, approve, with or without modification, the proposed scheme of amalgamation and arrangement of the Transferor Company with the Transferee Company (hereinafter referred to as the Scheme ). 2. The Transferor Company and Transferee Company are hereinafter collectively, referred to as Applicant Companies . 3. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. 4. The Transferor Company was incorporated under the Act vide certificate of incorporation dated 19.01.2006 issued by the Assistant Registrar of Companies, NCT of De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 10. A copy of the proposed Scheme has been filed on record and the salient features of the Scheme have been incorporated and set out in detail in the application and in the affidavit in support of the summons for directions under section 391(1) of the Act. It has been stated in the present application that the proposed Scheme, inter alia, provides for the Amalgamation of the Transferor Company with the Transferee Company and the transfer of the entire business of the Transferor Company to the Transferee Company, as a going concern. It has been stated that the proposed amalgamation would inter alia, aid the Applicant Companies in the following manner:- a) Amalgamating Transferor Company and the Transferee Company will give the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be paid in cash. 12. The proposed Scheme has been approved by the respective Board of Directors of the Applicant Companies, in their separate meetings held on 31.03.2016. Copies of the Resolutions passed at the meetings of the Board of Directors of the Applicant Companies have been placed on record. 13. The Transferor Company has 05 (Five) Equity Shareholders and all the Equity Shareholders have given their written consents/NOCs to the implementation of the proposed Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. 14. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of the Transferor Company to consider and, if th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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