9911796707
TMI Blog2016 (5) TMI 1423X X X X Extracts X X X X X X X X Extracts X X X X ..... convening the meetings of the secured creditors of the transferor company no. 1 and the transferee company to consider and approve, with or without modification, the proposed Scheme of Arrangement between Kashi Vishwanath Steels Private Limited (hereinafter referred to as the transferor company no. 1) and Kumaun Garhwal Infrastructural Industrial Corporation Private Limited (hereinafter referred to as the transferor company no. 2) and Galwalia Ispat Udyog Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was originally incorporated under the Companies Act, 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial rights of Rs. 100/- each aggregating Rs. 25,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs. 1,73,68,600/- divided into 1,65,413 equity shares of Rs. 100/- each aggregating Rs. 1,65,41,300/- and 8,273 equity shares with differential rights of Rs. 100/- each aggregating Rs. 8,27,300/-. The transferor company no. 1, on 1st February, 2016 and 15th February, 2016, has also issued 4,398 equity shares with differential rights of Rs. 100/- each at a price of Rs. 5,160/- per share aggregating Rs. 2,26,93,680/- and 3,875 equity shares with differential rights of Rs. 100/- each at a price of Rs. 5,160/- per share aggregating Rs. 1,99,95,000/- respectively. 7. The present authorized share capital of the transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company and the Investment Business of the transferee company shall stand merged in the transferor company no. 1. It is claimed that the proposed demerger will simplify the corporate structure and will enable these companies to directly own various fixed assets belonging to/being used by them and help in raising resources by these companies. 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: "187 equity shares of Rs. 100/- each of the transferee company, credited as fully paid up, for every 100 equity shares of Rs. 100/- each held by the shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erged and resulting companies have been placed on record. 14. The transferor company no. 1 has 93 equity shareholders, including 02 equity shareholders with differential voting right, and 143 unsecured creditors. 72 out of 91 equity shareholders, being 79.12% in number and 93.18% in value, both the equity shareholders with differential voting rights and 92 out of 143 unsecured creditors, being 64.34% in number and 86.66% in value, 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, including equity shareholders with d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Arrangement is dispensed with. 17. The transferor company no. 1 has 04 secured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the secured creditors of the transferor company no. 1 shall be held on 2nd July, 2016 at 10:00 a.m. at Kashi Vishwanath Steels Private Limited, Narain Nagar Industrial Estate, Bazpur Road, Kashi Pur, Distt. Udham Singh Nagar, Uttarakhand. Mr.Rajeev Kumar, Advocate, (Mobile No. 9810466870) is appointed as the Chairperson and Mr. Pranav Gautam, Advocate, (Mobile No. 7838490860) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in the request made by learned counsel for the applicant and accordingly, dispensed with the requirement of publication of notices of the meetings in the newspapers. The notices of the meetings of the said secured creditors shall be served to them through registered post, courier as well as by hand. 20. In case the quorum as noted above for the above meetings is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings is filed with the reg ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
