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TMI Blog2016 (8) TMI 1318X X X X Extracts X X X X X X X X Extracts X X X X ..... DERSHAN KUMAR MISRA, J. Mr. Aniruddha Deshmukh and Mr. Mohit D. Ram, Advocates for the applicants ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders and secured and unsecured creditors of the amalgamating company and for convening separate meetings of the secured and unsecured creditors of the transferor and transferee companies to consider and approve, with or without modification, the proposed Scheme of Arrangement between Statcon Power Controls Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... share capital of the amalgamating company is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 20,00,000/- divided into 2,00,000 equity shares of ₹ 10/- each. 8. The present authorized share capital of the transferee company is ₹ 5,00,00,000/- divided into 5,00,000 equity shares of ₹ 100/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,82,38,700/- divided into 1,82,387 equity shares of ₹ 100/- each. 9. Copies of the Memorandum and Articles of Association of the amalgamated/transferor company, amalgamating company and the transferee company have been filed on record. The audi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated/transferor company in the following ratio: 58 equity shares of ₹ 100/- each of the transferee company for every 100 equity shares of ₹ 10/- each held by the shareholders in the amalgamated/transferor company. It has been further provided that the amalgamated/transferor company shall issue and allot equity shares to the shareholders of the amalgamating company in the following ratio: 21 equity shares of ₹ 10/- each of the amalgamated/transferor company for every 100 equity shares of ₹ 10/- each held by the shareholders in the amalgamating company. 12. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s no secured or unsecured creditor of the amalgamating company, as on 30th March, 2016. 16. The transferee company has 03 equity shareholders. All the equity shareholders 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 meeting of the equity shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 17. The amalgamated/transferor company has 172 unsecured creditors and a direction is sought to convene and hold their meeting to seek their appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 transferee company shall be held on 24th September, 2016 at 11:30 a.m. at Agarwal Fun City Mall, CBD Ground, Shahdara, Delhi-110032. Mr. V. K. Diwan, Advocate, (Mobile No. 9811237371) is appointed as the Chairperson and Ms. Divya Sharma, Advocate, (Mobile No. 9911542924) 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 2 in number. 20. The transferee company has 138 unsecured creditors and a direction is sought to convene and hold their meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny, along with copies of the Scheme of Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the secured and unsecured creditor of the amalgamated/transferor company and the transferee company by ordinary post at their registered or last known addresses at least 21 days before the date appointed for the meetings, in their presence or in the presence of their authorized representatives. Notice of the meetings shall also be published in the Delhi editions of the newspapers Times of India (English) and Veer Arjun (Hindi) in terms of the Companies (Court) Rules, 1959 at least 21 days before the date appointed for the meetings. 23. The Chairpersons and Alternate Chairpersons will be at liberty to iss ..... X X X X Extracts X X X X X X X X Extracts X X X X
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