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TMI Blog2016 (5) TMI 1423X X X X Extracts X X X X X X X X Extracts X X X X ..... ings, in their presence or in the presence of their authorized representatives. - COMPANY APPLICATION (MAIN) NO. 51/2016 - - - Dated:- 30-5-2016 - SUDERSHAN KUMAR MISRA, J. Mr. Rajeev K. Goel, Advocate for the applicant ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 391(1) and 394 read with Sections 100 to 104 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders and unsecured creditors and for 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The present authorized share capital of the transferor company no.2 is ₹ 5,00,00,000/- divided into 50,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid up share capital of the company is ₹ 2,72,04,000/- divided into 27,20,400 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferee company is ₹ 15,00,00,000/- divided into 15,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 10,28,66,600/- divided into 10,28,666 equity shares of ₹ 100/- each. The transferee company, on 19th December, 2015 and 12th February, 2016, has also issued 59,171 equity shares of ₹ 100/- each at a price of ₹ 338/- per share aggregating ₹ 1,99,99,798/- and 14,792 equity shares of ₹ 100/- each at a price of ₹ 338/- per share aggregating ₹ 49,99,696/- respectively. 9. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2015, of the demerged and resulting companies, along with the report of the auditors, h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng against the applicant companies. 13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 21st March, 2016 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged 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 differential voting rights, and unsecured creditors of the transferor company no. 1 to consider and, if thought fit, approve, with or without ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the secured creditors of the transferee company shall be held on 2nd July, 2016 at 11:00 a.m. at Kashi Vishwanath Steels Private Limited, Narain Nagar Industrial Estate, Bazpur Road, Kashi Pur, Distt. Udham Singh Nagar, Uttarakhand. Mr.Akhil Mittal, Advocate, (Mobile No. 9891180590) is appointed as the Chairperson and Mr. Varun Jamwal, Advocate, (Mobile No. 8860878830) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditors of the transferee company shall be 01 in number and more than 25% in value of the total secured debt. 19. Learned counsel for the applicants also seeks dispensation of requirement of publication of notices of the aforesaid two meetings in the newspapers on the ground that the number of secured creditors of the applicant companies are very less and the transferor company no. 1 and the transferee company has only 04 and 02 secured creditors respectively. He further submits that instead of carrying out the publication, the secured creditors will be served through registered post, courier as well as b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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