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2012 (9) TMI 1253

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..... Amalgamation is filed along with the Application. The registered offices of the Applicant/Transferor Company No. 1, the applicant/transferor Company No. 2 and the Applicant/Transferee Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court. 2. Details with regard to the date of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been given in the Application. 3. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ending 31st March 2011 of the Applicant Companies and the Non Applicant Companies have been enclosed with the Application. 4. Learned Senior counsel for the Applic .....

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..... e meeting of equity shareholders of the Applicant/Transferor Company No. 1 is dispensed with. 8. In view of the written consents/NOC given by all the equity shareholders and preference shareholders of the Applicant/ Transferor Company No. 2, the requirement of convening the meeting of equity shareholders and preference shareholders of the Applicant/Transferor Company No. 2 is dispensed with. 9. In view of the written consents/NOC given by all the equity shareholders of the Applicant/Transferee Company, the requirement of convening the meeting of equity shareholders of the Applicant/Transferee Company is dispensed with. 10. The Applicant Companies are seeking dispensation as regards the meetings of the Secured and Unsecured Creditors of the .....

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..... ordinary course of business. In terms of the Scheme, there is no variation in the rights of the Unsecured Trade/Sundry Creditors and there is no variation in the amounts owed to such Unsecured Trade/Sundry Creditors. The Applicant/Transferee Company in terms of the Scheme shall be taking over all the liabilities of the Applicant/Transferor Company No. 1 and the Applicant/Transferor Company No. 2 and undertakes to meet and discharge the same in terms of Clauses 3.2.2 (iii) and 4.2.2 (iii) of the Scheme. The Applicant Companies undertake to issue notice of the Confirmation Petition to all the Unsecured Trade/Sundry Creditors at the Petition stage as per list annexed at Annexure S, W and Z respectively. 12. The learned Senior Counsel has furt .....

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