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TMI Blog2017 (1) TMI 1301X X X X Extracts X X X X X X X X Extracts X X X X ..... y shareholders of the Transferee Company to consider and, if thought fit, approve with or without modification, the proposed scheme is dispensed with. The Transferee Company does not have any secured or unsecured creditors. In view of the circumstance that the requirement of convening meetings of the shareholders and creditors has been dispensed with, the requirement of publishing notices for meetings in newspapers is also dispensed with. - CO. APPL. (M) 164/2016 - - - Dated:- 24-1-2017 - MR. SIDDHARTH MRIDUL J. Applicant No.2/Transferee Company Through: Mr. Abhishek Rao, Mr. Shailesh Suman, Ms. Bhavya Bharti and Ms. Deepti Bhardwaj, Advocates. SIDDHARTH MRIDUL, J. 1. The present is an application filed jointly under Sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - each. The issued, subscribed and paid-up share capital of the Transferee Company, as on 15.10.2016, is ₹ 5,00,000/-, divided into 50,000 equity shares of ₹ 10/each. 8. Copies of the Memorandum of Association and Articles of Association of the Applicant Companies have been filed on record. The audited Financial Statements for the period ending on 15.10.2016, pertaining to the Applicant Companies, along with the reports of the auditors, have also been filed and the same are on record. 9. A copy of the proposed scheme has been enclosed along with the present application and the same is on record. The rationale behind the proposed scheme, as stated in para 4 of the proposed scheme, is as follows: - GIL is engaged in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o is concerned, the proposed scheme provides as follows: 1. Upon coming into effect of this Scheme, in consideration of transfer and vesting of the Demerged business of Transferor Company into Transferee Company pursuant to this Scheme, existing members of Transferor Company will receive 50,000 Equity Shares ₹ 10.00 each in the same proportion as they are holding shares in Transferor Company. The vesting of shares in the shareholders of Transferor Company would be by way of transfer of entire shares held by Transferor Company and its nominees in case of further requirement, if any, the same can also be allotted by Transferee Company. 2. The Reserves equivalent to the book value of the demerged business transferred to Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of convening meetings of the equity shareholders and Unsecured Creditors of the Transferor Company; and the equity shareholders of the Transferee Company. 15. The Transferor Company has seven equity shareholders. All the equity shareholders have given their written consents/NOCs to the proposed scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. 16. In view of the foregoing, the requirement of convening 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. 17. The Transferor Company has one Unsecured Creditor. The sole Unsecured Creditor has given its wr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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